FIRST AMENDMENT TO AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this
"Amendment") is made as of October 18, 1996, by among CARRAMERICA REALTY
CORPORATION ("▇▇▇▇"), ▇▇▇▇ REALTY, L.P. ("▇▇▇▇ ▇▇"; ▇▇▇▇ and ▇▇▇▇ ▇▇ each, a
"Borrower" and collectively, the "Borrowers"), CARRAMERICA REALTY, L.P.
("CarrAmerica LP"), ▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK, as Bank and as
Lead Agent for the Banks, COMMERZBANK AKTIENGESELLSCHAFT, NEW YORK BRANCH, as
Bank and as Co-Agent for the Banks, NATIONSBANK, N.A., as Bank and as Co-Agent
for the Banks, ▇▇▇▇▇ FARGO REALTY ADVISORS FUNDING, INCORPORATED, as Bank and as
Co-Agent for the Banks (collectively, the "Co-Agents") and the BANKS listed on
the signature pages hereof (the "Banks").
RECITALS:
A. Borrowers, CarrAmerica LP, the Lead Agent, the Co-Agents and the Banks
have entered into that certain Amended and Restated Revolving Credit Agreement,
dated as of August 23, 1996 (the "Credit Agreement").
B. Borrowers, CarrAmerica LP, the Lead Agent, the Co-Agents and the Banks now
desire to amend the Credit Agreement to increase the Tranche A Loan Amount, upon
the terms and conditions set forth herein.
D. Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed thereto in the Credit Agreement.
NOW THEREFORE, in consideration of the foregoing, the terms and conditions
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrowers, CarrAmerica LP, the
Lead Agent, the Co-Agents and the Banks hereby agree to amend the Credit
Agreement as follows:
1. Amendments.
(a) Section 2.1 of the Credit Agreement is hereby deleted in its entirety and
the following inserted in lieu thereof:
"SECTION 2.1. Commitments to Lend. Each Bank severally agrees, on the terms
and conditions set forth in this Agreement, to make the Tranche A Loans to ▇▇▇▇
and CarrAmerica LP and participate in Letters of Credit issued by the Fronting
Bank on behalf of ▇▇▇▇ or CarrAmerica LP pursuant to this Section from time to
time, but, together with the Tranche B Loans, not more frequently than twice
monthly, during the Term in amounts such that the aggregate principal amount of
Tranche A Loans by such Bank at any one time outstanding together with such
Bank's pro rata share of Letter of
Credit Usage with respect to ▇▇▇▇ and CarrAmerica LP shall not exceed the amount
of its Tranche A Commitment. The aggregate amount of Tranche A Loans to be made
hereunder, together with the Letter of Credit Usage with respect to ▇▇▇▇ and
CarrAmerica LP, shall not exceed Two Hundred Fifty-One Million Dollars
($251,000,000) (the "Tranche A Loan Amount"). Each Bank severally agrees, on the
terms and conditions set forth in this Agreement, to make the Tranche B Loans to
▇▇▇▇ ▇▇ and ▇▇▇▇ and participate in Letters of Credit issued by the Fronting
Bank on behalf of ▇▇▇▇ ▇▇ pursuant to this Section from time to time, but,
together with the Tranche A Loans, not more frequently than twice monthly,
during the Term in amounts such that the aggregate principal amount of Tranche B
Loans by such Bank at any one time outstanding, together with such Bank's pro
rata share of Letter of Credit Usage with respect to ▇▇▇▇ ▇▇, shall not exceed
the amount of its Tranche B Commitment. The aggregate amount of Tranche B Loans
to be made hereunder, together with the Letter of Credit Usage with respect to
▇▇▇▇ ▇▇, shall not exceed Seventy-Four Million Dollars ($74,000,000) (the
"Tranche B Loan Amount"). Each Borrowing under this sub section (a) shall be in
an aggregate principal amount of at least $2,500,000, or an integral multiple of
$1,000,000 in excess thereof (except that any such Borrowing may be in the
aggregate amount available in accordance with Section 3.2(c)) and shall be made
from the several Banks ratably in proportion to their respective Commitments.
Subject to the limitations set forth herein, any amounts repaid may be
reborrowed. Notwithstanding anything to the contrary, the number of new
Borrowings shall be limited to two Borrowings per month."
(b) Section 3.3(b) of the Credit Agreement is hereby deleted in its entirety
and the following inserted in lieu thereof:
"(b) The Borrowers shall submit to the Lead Agent and the Banks as provided
in subsection (c) below the materials set forth below (the "Due Diligence
Package") relating to each potential New Acquisition or Real Property Asset to
be added to the Borrowing Base Properties. The Due Diligence Package shall
include (i) a description of the Real Property Asset or New Acquisition, (ii)
two years of historical cash flow operating statements, if available, (iii) five
years of cash flow projections (including capital expenditures), (iv) the credit
history of each existing tenant which occupies more than 50% of such Real
Property Asset or New Acquisition, (v) upon the request of the Lead Agent, a map
and site plan, including an existing Survey of the property dated not more than
twelve (12) months prior to such submission, (vi) copies of all lease agreements
with each existing tenant which occupies more than 50% of such Real Property
Asset or New Acquisition and lease abstracts thereof, (vii) an environmental
report in compliance with Section 3.1(q), (viii) a satisfactory engineer's
inspection report, (ix) an estoppel certificate from each tenant which occupies
50% or more of the Real Property Asset or New Acquisition, (x) evidence of
compliance with zoning and other local laws, (xi) a satisfactory Title
Commitment and (xii) a final investment memorandum prepared by ▇▇▇▇ in
connection with the New Acquisition or Real Property Asset, including a current
rent roll for such Real Property Asset or New Acquisition. The applicable
Borrower shall permit the Lead Agent at all reasonable times and upon reasonable
prior notice to make an inspection of such New Acquisition or Real Property
Asset."
(c) The Commitment of each Bank set forth on the signature pages of the
Credit Agreement is hereby deleted in its entirety and the Commitment of each
Bank set forth on the signature pages of this Amendment shall be inserted in
lieu thereof.
2. Conditions. The effectiveness of this Amendment shall be subject to the
satisfaction of each of the following conditions precedent and each of the
Borrowers and CarrAmerica LP hereby represent and warrant that each of the
following is true and correct in all material respects on and as of the date
hereof:
(a) ▇▇▇▇ and CarrAmerica LP shall have executed and delivered to the Lead
Agent a Tranche A Note and a Tranche B Note for the account of each Bank dated
on or before the date hereof complying with the provisions of Section 2.4 of the
Credit Agreement;
(b) the Borrowers and CarrAmerica LP shall have executed and delivered to the
Lead Agent a duly executed original of this Amendment;
(c) the Borrowers shall have paid to the Lead Agent for the account of the
Banks an upfront fee equal to .25% of the amount by which each Banks' Commitment
is increased hereby;
(d) the Borrowers and CarrAmerica LP shall have taken all actions required to
authorize the execution and delivery of this Agreement and the other Loan
Documents and the performance thereof by the Borrowers and CarrAmerica LP;
(e) Lead Agent shall have received an opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ L.L.P., with
respect to certain matters of New York, Delaware and Maryland law, acceptable to
the Lead Agent, the Banks and their counsel;
(f) the Borrowers and CarrAmerica LP shall have delivered to the Lead Agent
such additional documenta tion as the Lead Agent may reasonably request;
(g) no law, regulation, order, judgment or decree of any Governmental
Authority shall, and the Lead Agent shall not have received any notice that
litigation is pending or threatened which is likely to (i) enjoin, prohibit or
restrain the making of the Loans on or after the date hereof or (ii) impose or
result in the imposition of a Material Adverse Effect;
(h) no Event of Default, or event that with notice and the passage of time
would become an Event of Default, shall have occurred and be continuing on and
as of the date hereof before and after giving effect to this Amendment;
(i) all of the representations and warranties of the Borrowers and
CarrAmerica LP contained in the Credit Agreement shall be true and correct in
all material respects on and as of the date hereof; and
(j) there shall have been paid to the Lead Agent all fees due and payable on
or before the date hereof and all expenses due and payable on or before the date
hereof, including, without limitation, reasonable attorneys' fees and expenses,
and other costs and expenses incurred in connection with this Amendment.
3. Counterparts. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute but one and the same
instrument and any of the parties hereto may execute this Amendment by signing
any such counterpart.
4. No Other Modifications. Except as expressly amended hereby, the Credit
Agreement shall continue unmodified and remain in full force and effect.
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.
CARRAMERICA REALTY CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Financial Officer
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇ REALTY, L.P.
By: CarrAmerica Realty Corporation,
General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Financial Officer
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Telecopy No: (▇▇▇)▇▇▇-▇▇▇▇
CARRAMERICA REALTY, L.P.
By: CarrAmerica Realty GP Holdings,
Inc., General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Financial Officer
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Telecopy No: (▇▇▇)▇▇▇-▇▇▇▇
Commitments
$70,000,000.00 ▇▇▇▇▇▇ GUARANTY TRUST COMPANY
-------------- OF NEW YORK
By: /s/ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
---------------------
Name: ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
Title: Vice President
$50,000,000.00 ▇▇▇▇▇ FARGO BANK, N.A., a national banking
-------------- association, as successor in interest to ▇▇▇▇▇
Fargo Realty Advisors Funding, Inc., a Colorado
corporation
By: /s/ ▇.▇. ▇▇▇▇, III
------------------
Name: ▇.▇. ▇▇▇▇, III
Title: Vice President
$50,000,000.00 NATIONSBANK, N.A.
--------------
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
$50,000,000.00 COMMERZBANK AKTIENGESELLSCHAFT,
-------------- NEW YORK BRANCH
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
$35,000,000.00 PNC BANK NATIONAL ASSOCIATION
--------------
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Stuart
----------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
$35,000,000.00 BANK OF AMERICA ILLINOIS
--------------
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
$35,000,000.00 BAYERISCHE HYPOTHEKEN-UND WECHSEL-
-------------- BANK AKTIENGESELLSCHAFT
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Assistant Vice President
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
---------------
Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
Total Commitments
-----------------
$325,000,000.00 ▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK, as Lead Agent
By: /s/ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
------------------------
Name: ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
Title: Vice President
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Telephone number: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
Domestic and Euro-Currency
Lending Office:
Nassau, Bahamas Office
c/o ▇.▇. ▇▇▇▇▇▇ Services Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
