AMENDMENT AGREEMENT
EXHIBIT 10.71
THIS AMENDMENT AGREEMENT, hereinafter referred to as this “Amendment”, dated as of November 14, 2011, is made and entered into by and among XXXXXXXXXX REALTY INVESTORS, a Texas real estate investment trust (the “Borrower”), and THE BANK OF NOVA SCOTIA, as administrative agent for the Lenders (as defined below) (in such capacity, the “Agent”).
W I T N E S S E T H:
WHEREAS, the Borrower, the Agent and certain financial institutions party thereto (the “Lenders”) have entered into a Credit Agreement dated as of August 29, 2011 (the “Credit Agreement”); and
WHEREAS, the Borrower has requested that the Credit Agreement and the other Loan Documents be amended in certain respects, and the Agent has approved such request;
NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and warranties herein set forth, and for other good and valuable consideration, the Borrower, the Guarantors and the Agent do hereby agree as follows:
Section 1. Capitalized terms used herein that are defined in the Credit Agreement shall have the same meanings when used herein unless otherwise defined herein.
Section 2. The Borrower has requested that a correction be made to the definition of Guarantor to replace Weingarten Golden State, Inc. with WRI Golden State, LLC, a Delaware limited liability company.
Section 3. Exhibit C-1 of the Credit Agreement is hereby amended to be in the form of Exhibit A attached hereto and hereby made a part hereof.
Section 4. The Borrower represents and warrants that the representations and warranties contained in Article III of the Credit Agreement are true and correct in all material respects on and as of the date hereof as though made on and as of such date. The Borrower hereby certifies that no event has occurred and is continuing which constitutes an Event of Default under the Credit Agreement or which upon the giving of notice or the lapse of time or both would constitute such an Event of Default.
Section 5. Except as expressly amended hereby, the Credit Agreement and the other Loan Documents shall remain in full force and effect. The Credit Agreement, as hereby amended, and all rights and powers created thereby or thereunder and under the other Loan Documents are in all respects ratified and confirmed and remain in full force and effect.
Section 6. The term “Credit Agreement” as used in the Credit Agreement, the other Loan Documents or any other instrument, document or writing furnished to the Agent or the Lenders by the Borrower shall mean the Credit Agreement as hereby amended.
Section 7. This Amendment (a) shall be binding upon the Borrower, the Agent and the Lenders, and their respective successors and assigns (provided, however, no party may assign its rights hereunder except in accordance with the Credit Agreement); (b) may be modified or amended only in accordance with the Credit Agreement; (c) shall be governed by and construed in accordance with the laws of the State of Texas and the United States of America; (d) may be executed in several counterparts, and by the parties hereto on separate counterparts, and each counterpart, when so executed and delivered, shall constitute an original agreement, and all such separate counterparts shall constitute but one and the same agreement; and (e) embodies the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, consents and understandings relating to such subject matter.
Section 8. THIS AGREEMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED BY ANY OF THE PARTIES BEFORE OR SUBSTANTIALLY CONTEMPORANEOUSLY WITH THE EXECUTION HEREOF TOGETHER CONSTITUTE A WRITTEN LOAN AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by their respective duly authorized officers, effective as of the date first set forth herein.
| XXXXXXXXXX REALTY INVESTORS | ||||
| By: |
/s/ Xxxxxxx X. Xxxxxxx | |||
| Name: |
Xxxxxxx X. Xxxxxxx |
| Title: |
Executive Vice President/CFO |
Signature page to Amendment Agreement with Xxxxxxxxxx Realty Investors
| THE BANK OF NOVA SCOTIA as Agent | ||
| By: |
/s/ Xxxxx Xxxxxxx | |
| Name: |
Xxxxx Xxxxxxx |
| Title: |
Managing Director |
EXHIBIT A
EXHIBIT C-1
LIST OF GUARANTORS
Brookwood Square Holdings, LLC, a Delaware limited liability company
Decatur 215, LLC, a Delaware limited liability company
Parliament Square Center, Inc., a Texas corporation
Rancho San Marcos Holdings, LLC, a Delaware limited liability company
Weingarten/Investments, Inc., a Texas corporation
Weingarten/Lufkin, Inc., a Texas corporation
Weingarten Nostat, Inc., a Texas corporation
Xxxxxxxxxx Realty Management Company, a Texas corporation
Xxxx Road Realty, LLC, a Texas limited liability company
WNI/Tennessee Holdings, Inc., a Delaware corporation
WNI/Tennessee, L.P., a Delaware limited partnership
WRI/7080 Express Lane, Inc., a Texas corporation
XXX/Xxxxxxx Xxxx-0000, LP, a Delaware limited partnership
WRI Golden State, LLC, a Delaware limited liability company
WRI/Louisiana Holdings, Inc., a Delaware corporation
WRI/Xxxxxx Corners, Inc., a Texas corporation
WRI/Post Oak, Inc., a Texas corporation
WRI Xxxxxxxx, LLC, a Delaware limited liability company
WRI Xxxxx, XX, a Delaware limited partnership
WRI/TEXLA, LLC, a Louisiana limited liability company
WRI Uintah Holdings, LLC, a Delaware limited liability company
WRI Westgate Industrial Holdings, LLC, a Texas limited liability company
