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EXHIBIT 10.13
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT (this "Amendment") is made as of March 22, 1999, by and among AMB
PROPERTY, L.P., a Delaware limited partnership (the "Borrower"), the BANKS and
CO-AGENTS party hereto, and XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Agent.
WITNESSETH:
WHEREAS, the Borrower, the Agent, the Co-Agents and the Banks have
entered into the Second Amended and Restated Revolving Credit Agreement, dated
as of November 26, 1997, as amended by the Amendment to Second Amended and
Restated Revolving Credit Agreement, dated as of May 29, 1998, and by the Second
Amendment to Second Amended and Restated Revolving Credit Agreement, dated as of
September 30, 1998 (as so amended, 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. MODIFICATIONS TO DEFINITIONS. The definition of "Non-Recourse
Debt" is hereby amended by adding the following:
Notwithstanding the foregoing, however, Non-Recourse Debt
shall include Recourse Debt of a Subsidiary incurred to
fund the costs of a Development Project if the sole asset
of such Subsidiary shall be such Development Project and
the right of recovery of the obligee of such Debt is
limited to the assets of such Subsidiary, together with a
guaranty of completion by Borrower.
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3. FIXED RATE INDEBTEDNESS. Section 5.9(d) of the Credit Agreement is
hereby deleted and the following substituted therefore:
(d) Fixed Rate Indebtedness. All Non-Recourse Debt of the
Borrower, the General Partner and any Subsidiaries shall
be Fixed Rate Indebtedness; provided, however, the
Subsidiaries may incur Non-Recourse Debt that is Floating
Rate Indebtedness in connection with the funding of
construction costs at Development Projects, which such
Floating Rate Indebtedness shall not exceed $150,000,000
outstanding at any time.
4. EFFECTIVE DATE. This Amendment shall become effective as of the
date hereof upon receipt by the Agent of counterparts hereof signed by the
Borrower and the Required Banks (the date of such receipt being deemed the
"Effective Date").
5. 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.
6. GOVERNING LAW. This Amendment shall be governed by, and construed
in accordance with, the law of the State of New York.
7. 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.
8. HEADINGS, ETC. Section or other headings contained in this
Amendment are for reference purposes only and shall not in any way affect the
meaning of interpretation or this Amendment.
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9. 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 respect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the day and year
first above written.
Borrower: AMB Property, L.P., a
Delaware limited partnership
By: AMB Property Corporation, a Maryland
corporation and its
sole general partner
By: /s/ Xxxx X. Xxxxxxx, Xx.
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Name: Xxxx X. Xxxxxxx, Xx.
Title: Senior Vice President
FOR PURPOSES OF CONFIRMING AND RATIFYING THE CONTINUED EFFECTIVENESS OF
THE UNCONDITIONAL GUARANTY AGREEMENT, DATED AS OF NOVEMBER 26, 1997, BY AMB
PROPERTY CORPORATION:
Confirmed and Ratified:
AMB Property Corporation
By: /s/ Xxxx X. Xxxxxxx, Xx.
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Name: Xxxx X. Xxxxxxx, Xx.
Title: Senior Vice President
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Signature Page to AMB Property, L.P. Third Amendment to
Second Amended and Restated Revolving Credit Agreement
Agent and Bank: Xxxxxx Guaranty Trust Company of
New York, as a Bank and as Agent
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Vice President
Co-Agent and Bank: Commerzbank Aktiengesellschaft
Los Angeles Branch
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Vice President
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Assistant Vice President
Fleet National Bank
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
PNC Bank, National Association
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Vice President
Bank of America, National Trust and
Savings Association
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
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Bank: Societe Generale, Southwest Agency
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Vice President
Dresdner Bank AG, New York and
Grand Cayman Branches
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Assistant Vice President
By: /s/ Brigitte Sacin
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Name: Brigitte Sacin
Title: Assistant Treasurer
Bankers Trust Company
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Principal
First Union Bank, N.A.
(successor to Corestates Bank, N.A.)
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Director
The Bank of Novia Scotia,
Acting through its San Francisco Agency
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: Relationship Manager
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Bank: The Industrial Bank of Japan,
Limited, Los Angeles Agency
By: /s/ Xxxxxxxx Xxxxxx
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Name: Xxxxxxxx Xxxxxx
Title: Senior Deputy General Manager
Union Bank of California, N.A.
By: /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
Title: Vice President
