FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR REVOLVING CREDIT AGREEMENT
Exhibit 99.1
FIRST AMENDMENT TO AMENDED AND
RESTATED SENIOR REVOLVING CREDIT AGREEMENT
RESTATED SENIOR REVOLVING CREDIT AGREEMENT
This First Amendment to Amended and Restated Senior Revolving Credit Agreement (this
“Amendment”) is made as of June 30, 2011 (the “Amendment Effective Date”), by and
among Terreno Realty LLC, a limited liability company organized under the laws of the State of
Delaware (the “Borrower”), KeyBank National Association, a national banking association,
both individually as a “Lender” and as “Administrative Agent”, Terreno Realty
Corporation, a corporation organized under the laws of the State of Maryland, certain subsidiaries
of Borrower which are signatories hereto and the financial institutions which are signatories
hereto (together with KeyBank National Association in its individual capacity, collectively the
“Lenders”). Any capitalized terms used in this Amendment and not otherwise defined, are
defined in the Credit Agreement described below.
RECITALS
WHEREAS, the Administrative Agent, the Lead Arranger, the Lenders and the Borrower entered
into that certain Amended and Restated Senior Revolving Credit Agreement dated as of December 30,
2010 (the “Credit Agreement”);
WHEREAS, Borrower has requested that the Administrative Agent and the Lenders agree to make
certain modifications to the Credit Agreement;
WHEREAS, Borrower has also requested the Lenders’ approval of six Proposed Borrowing Base
Properties identified on Schedule 1 attached hereto as the “Pre-Approved Borrowing Base
Properties”, each of which shall be added to the Borrowing Base Pool after the Amendment Effective
Date once Borrower has, if applicable, completed its acquisition of such Pre-Approved Borrowing
Base Property and satisfied all of the Collateral Inclusion Conditions in Section 2.22(ii)
with respect to the such Pre-Approved Borrowing Base Properties;
WHEREAS, the Administrative Agent and the Lenders are willing to make such modifications and
approve such Proposed Borrowing Base Properties provided that certain other modifications to the
Credit Agreement are also made;
NOW THEREFORE in consideration of the foregoing and the mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
1. Amendment Effective Date. This Amendment shall become effective upon the Amendment
Effective Date, which is the date on which this Amendment has been executed by all of the parties
hereto and delivered to the Administrative Agent.
2. Replacement of Defined Term. Article 1 of the Credit Agreement shall be amended, as
of the Amendment Effective Date, by deleting the existing definitions of “Construction in Progress”
and of “Development Project” in their entirety and replacing them with the following:
“Construction in Progress” means, as of any date, the sum of (i) the
total construction cost expended as of the applicable date to
construct any Development Project which involves construction of a
new building or to redevelop or renovate any Development Project
which includes the redevelopment or renovation of an existing
building, plus (ii) the book value of all land not then included in
Unimproved Land.
“Development Project” means a Project which is either (i) under
development for which any member of the Consolidated Group is
actively pursuing construction of one or more buildings or other
improvements or (ii) the subject of a major redevelopment or
renovation, involving extensive capital expenditures beyond those
normally incurred in connection with the installation of tenant
improvements for a new tenant, to upgrade and reposition such
Project to meet prevailing market standards and requiring such
Project to be vacated during such redevelopment or renovation and,
in the case of all such developments, redevelopments or renovations,
for which construction is proceeding to completion without undue
delay from permit denial, construction delays or otherwise, all
pursuant to such member’s ordinary course of business, provided that
any such Project will no longer be considered a Development Project
following a date twelve (12) months after the first date on which a
certificate of occupancy has issued or reissued for such Development
Project or on which such Development Project may otherwise be
lawfully occupied for its intended use.
3. Modification of Defined Terms. Article 1 of the Credit Agreement, shall be amended,
as of the Amendment Effective Date, by (i) adding the following sentence at the end of the
definition of “Borrowing Base Value”:
Notwithstanding the foregoing, for purposes of calculating the
amount of Borrowing Base NOI to be used in clause (x) of the
preceding sentence of this definition, (A) no Borrowing Base
Property shall be deemed to have Net Operating Income of less than
zero for any period and (B) if any Borrowing Base Property is
subject to a Lease which has commenced but provides for an initial
period of rent abatement or reduction that falls in whole or in part
within the period on which Borrowing Base NOI is being calculated,
the Net Operating Income attributable to such Borrowing Base
Property for such initial abatement or reduction period shall be
determined as if the rental income for such Borrowing Base Property
included rents paid at the rental rate that will be payable under
such Lease during the first full calendar month immediately
following such period, provided that (i) no such period of deemed
increase shall continue for longer than the first twenty percent
(20%) of the initial term of such Lease and (ii) the portion of
Borrowing Base Value attributable to Borrowing Base Properties which
have Borrowing Base NOI then deemed to
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be increased under this clause (B) shall not at any time constitute
more than fifteen percent (15%) of total Borrowing Base Value.
and (ii) adding the following sentence at the end of the definition of “Consolidated Gross Asset
Value”:
Notwithstanding the foregoing, for purposes of calculating the
amount of Net Operating Income to be used in clauses (i) and (iv) of
the preceding sentence of this definition, (A) no Project shall be
deemed to have Net Operating Income of less than zero for any period
and (B) if any Project is subject to a Lease which has commenced but
provides for an initial period of rent abatement or reduction that
falls in whole or in part within the period on which Net Operating
Income is being calculated, the Net Operating Income attributable to
such Project for such initial abatement or reduction period shall be
determined as if the rental income for such Project included rents
paid at the rental rate that will be payable under such Lease during
the first full calendar month immediately following such period,
provided that (i) no such period of deemed increase shall continue
for longer than the first twenty percent (20%) of the initial term
of such Lease and (ii) the portion of Consolidated Gross Asset Value
attributable to Projects which have Net Operating Income then deemed
to be increased under this clause (B) shall not at any time
constitute more than fifteen percent (15%) of total Consolidated
Gross Asset Value.
4. Prohibited Encumbrances. Section 6.25 of the Credit Agreement shall be amended as
of the Amendment Effective Date by adding the following sentence at the end thereof:
“Notwithstanding clause (ii) of the preceding sentence, Borrower shall be permitted to grant such
Liens on its ownership interests in the two members of the Consolidated Group that own two Projects
located in Miami, Florida, located on 00xx Xxxxxx and on 60th Avenue, even
though the secured party thereunder does not also hold a first mortgage on such Projects.”
5. Approvals. The Lenders hereby approve the addition to the Borrowing Base Pool of
the Proposed Borrowing Base Projects listed on Schedule 1 attached hereto and made a part hereof
once, if applicable, they have been acquired by Borrower or a Wholly-Owned Subsidiary of Borrower
and Borrower has satisfied all Collateral Inclusion Conditions in Section 2.22(ii) with
respect thereto, including without limitation the execution and delivery of the applicable Joinder
Agreements to the Subsidiary Guaranty and related amendments to the Collateral Assignment.
6. References. Each of the parties hereby consents to all of the changes made to the
Credit Agreement pursuant to this Amendment and agrees that each reference in the Loan Documents to
the Credit Agreement shall deemed to be a reference to the Credit Agreement as amended by this
Amendment.
7. Representations and Warranties. Borrower hereby remakes, as of the Amendment
Effective Date, all of the representations and warranties of Borrower in Article 5 of the Credit
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Agreement and each reference therein to “the date hereof” or “the Agreement Execution Date”
shall be deemed to be a reference to the Amendment Effective Date. Borrower hereby further
represents and warrants to Administrative Agent and Lenders as follows:
a) This Amendment constitutes the legal, valid and binding obligation of Borrower, and
is enforceable in accordance with its terms;
b) Except as expressly modified hereby, the Loan Documents are ratified and confirmed
hereby, are in full force and effect, and Borrower has no defenses or offsets to the
enforcement thereof or counterclaims which relate thereto;
c) Upon execution and delivery of this Amendment and satisfaction of the conditions to
the effectiveness of this Amendment, to the best of Borrower’s knowledge, information and
belief, no Default shall exist under the Loan Documents; and
d) Borrower and Guarantors all have full power and authority to execute this Amendment.
8. Governing Law. This Amendment shall be construed in accordance with the internal
laws (and not the law of conflicts) of the State of Ohio, but giving effect to Federal laws
applicable to national banks.
9. Counterparts. This Amendment may be executed in two or more counterparts, each of
which shall be deemed to be an original, and all of which together shall constitute a single
agreement.
10. Continued Effect. Other than as expressly amended herein, Borrower and Guarantors
all agree that the Credit Agreement and all other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed.
(Remainder of page intentionally left blank.)
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IN WITNESS WHEREOF, Borrower and the Lenders have executed this Agreement as of the date first
above written.
| TERRENO REALTY LLC, a Delaware | ||||||
| limited liability company | ||||||
| By: | TERRENO REALTY CORPORATION, a | |||||
| Maryland corporation, its sole member | ||||||
| By: /s/ Xxxxx X. Xxxxxx | ||||||
| Name: Xxxxx X. Xxxxxx | ||||||
| Title: Vice President | ||||||
| Address for Notices: | ||||||
| 00 Xxxxxx Xxxx, Xxxxx Xxxxx | ||||||
| Xxx Xxxxxxxxx, XX 00000 | ||||||
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| KEYBANK NATIONAL ASSOCIATION, | ||
| Individually and as Administrative Agent | ||
| By: /s/ Xxxxxx X. Xxxxxx | ||
| Print Name: Xxxxxx X. Xxxxxx | ||
| Title: Vice President | ||
| 000 Xxxxxx Xxxxxx, 0xx Xxxxx | ||
| XX-00-00-0000 | ||
| Xxxxxxxxx, Xxxx 00000 | ||
| Phone: 000-000-0000 | ||
| Facsimile: 000-000-0000 | ||
| Attention: Xxxxxx Xxxxxx | ||
| Xxxxxx_Xxxxxx@XxxXxxx.xxx | ||
With a copy to:
|
KeyBank Real Estate Capital | |
| Mailcode: OH-01-49-0424 | ||
| 0000 Xxxxxxxx Xx.; 0xx Xxxxx XX Xxxxxx | ||
| Xxxxxxxx, Xxxx 00000-0000 | ||
| Phone: 000-000-0000 | ||
| Facsimile: 000-000-0000 | ||
| Attention: Xxxx Xxxxxx |
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PNC BANK, NATIONAL ASSOCIATION
By:
/s/ Xxxxxxx Xxxxxxx
Print Name: Xxxxxxx Xxxxxxx
Title: Assistant Vice President
Print Name: Xxxxxxx Xxxxxxx
Title: Assistant Vice President
000 Xxxxx Xxxxxx, XXX0-XXXX-00-X
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Phone: 000-000-0000
Facsimile: 000-000-0000
Attention: Xxxx X. Xxxxxxxx
Email: xxxx.xxxxxxxx@xxx.xxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Phone: 000-000-0000
Facsimile: 000-000-0000
Attention: Xxxx X. Xxxxxxxx
Email: xxxx.xxxxxxxx@xxx.xxx
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UNION BANK, N.A.
By:
/s/ Xxxxxxxxx Xxxxxx
Print Name: Xxxxxxxxx Xxxxxx
Title: Vice President
Print Name: Xxxxxxxxx Xxxxxx
Title: Vice President
000 Xxxxx Xxxxx Xxxxxxx Xxxxxxxxx, Xxxxx 000
XX 0-00X-000
Xxxx, Xxxxxxxxxx 00000
Phone: 000-000-0000
Facsimile: 000-000-0000
Attention: Xxxxxxxxx Xxxxxxx
Email: xxxxxxxxx.xxxxxxx@xxxxxxxxx.xxx
XX 0-00X-000
Xxxx, Xxxxxxxxxx 00000
Phone: 000-000-0000
Facsimile: 000-000-0000
Attention: Xxxxxxxxx Xxxxxxx
Email: xxxxxxxxx.xxxxxxx@xxxxxxxxx.xxx
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| The undersigned, being the Parent Guarantor under the Credit Agreement, hereby consents to and approves of this Amendment and agrees that the Parent Guaranty shall continue in full force and effect. | ||||||||
| TERRENO REALTY CORPORATION | ||||||||
| a Maryland corporation | ||||||||
| By: /s/ Xxxxx X. Xxxxxx | ||||||||
| Print Name: Xxxxx X. Xxxxxx | ||||||||
| Title: Vice President | ||||||||
| Terreno Realty Corporation | ||||||||
| 00 Xxxxxx Xxxx, Xxxxx Xxxxx | ||||||||
| Xxx Xxxxxxxxx, XX 00000 | ||||||||
| Attention: Xxxxx Xxxxxx | ||||||||
| Telephone: (000) 000-0000 | ||||||||
| Facsimile: (000) 000-0000 | ||||||||
| The undersigned, being all of the Subsidiary Guarantors under the Credit Agreement immediately prior to the Amendment Effective Date hereby consent to and approve of this Amendment and agree that the Subsidiary Guaranty shall continue in full force and effect. | ||||||||
| TERRENO RIALTO LLC, a Delaware limited liability company |
||||||||
| By: | TERRENO REALTY LLC, a Delaware | |||||||
| limited liability company, its Manager | ||||||||
| By: | TERRENO REALTY | |||||||
| CORPORATION, a Maryland | ||||||||
| corporation, its sole member | ||||||||
| By: /s/ Xxxxx X. Xxxxxx | ||||||||
| Name: Xxxxx X. Xxxxxx | ||||||||
| Title: Vice President | ||||||||
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| TERRENO INTERSTATE LLC, a Delaware | ||||||
| limited liability company | ||||||
| By: | TERRENO REALTY LLC, a Delaware | |||||
| limited liability company, its Manager | ||||||
| By: | TERRENO REALTY | |||||
| CORPORATION, a Maryland | ||||||
| corporation, its sole member | ||||||
| By: /s/ Xxxxx X. Xxxxxx | ||||||
| Name: Xxxxx X. Xxxxxx | ||||||
| Title: Vice President | ||||||
| TERRENO MALTESE LLC, a Delaware | ||||||
| limited liability company | ||||||
| By: | TERRENO REALTY LLC, a Delaware | |||||
| limited liability company, its Manager | ||||||
| By: | TERRENO REALTY | |||||
| CORPORATION, a Maryland | ||||||
| corporation, its sole member | ||||||
| By: /s/ Xxxxx X. Xxxxxx | ||||||
| Name: Xxxxx X. Xxxxxx | ||||||
| Title: Vice President | ||||||
| TERRENO FORTUNE/QUME LLC, a Delaware | ||||||
| limited liability company | ||||||
| By: | TERRENO REALTY LLC, a Delaware | |||||
| limited liability company, its Manager | ||||||
| By: | TERRENO REALTY | |||||
| CORPORATION, a Maryland | ||||||
| corporation, its sole member | ||||||
| By: /s/ Xxxxx X. Xxxxxx | ||||||
| Name: Xxxxx X. Xxxxxx | ||||||
| Title: Vice President | ||||||
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| TERRENO WARM SPRINGS I/II LLC, a | ||||||
| Delaware limited liability company | ||||||
| By: | TERRENO REALTY LLC, a Delaware | |||||
| limited liability company, its Manager | ||||||
| By: | TERRENO REALTY | |||||
| CORPORATION, a Maryland | ||||||
| corporation, its sole member | ||||||
| By: /s/ Xxxxx X. Xxxxxx | ||||||
| Name: Xxxxx X. Xxxxxx | ||||||
| Title: Vice President | ||||||
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SCHEDULE 1
LIST OF PRE-APPROVED BORROWING BASE PROPERTIES
| Property | State of | |||||||||||||||||||||||||
| Name | Address | Property Tax No. | Owner Name | Organization | EIN | Organizational Agreements | ||||||||||||||||||||
| 1. | Kent |
Kent, WA | ||||||||||||||||||||||||
| 2. | Xxxxx |
Union City, CA | ||||||||||||||||||||||||
| 3. | Glasgow |
Inglewood, CA | ||||||||||||||||||||||||
| 4. | 0000 Xxxxxxx |
Xxxxxxxxx, XX | ||||||||||||||||||||||||
| 5. | 000 Xxxx |
Xxxxxxxxx, XX | ||||||||||||||||||||||||
| 6. | NW 70th Ave |
Miami, FL | ||||||||||||||||||||||||
