EXHIBIT 10.1
March 30, 2001
FrontLine Capital Group
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Re: Amendment to the Amended and Restated Credit Agreements
Dear Sirs:
Reference is made to the Amended and Restated Credit Agreement, dated as
of August 4, 1999, as amended on November 30, 1999, between FrontLine Capital
Group, as Borrower (the "Borrower") and Reckson Operating Partnership, L.P., as
Lender (the "Lender") relating to the operations of the Borrower (the
"FrontLine Facility"), and the Amended and Restated Credit Agreement, dated as
of August 4, 1999, as amended on November 30, 1999, between the Borrower and
the Lender relating to the operations of Reckson Strategic Venture Partners LLC
(the "RSVP Facility" and, together with the FrontLine Facility, the "Credit
Facilities"). Capitalized terms used herein and not otherwise defined shall
have the meaning ascribed to such terms in the Credit Facilities.
The following amendments to the Credit Facilities are being made in
response to recent tax legislation in order to protect Reckson Associates
Realty Corp.'s status as a real estate investment trust under the Internal
Revenue Code of 1986, as amended.
This letter will confirm that, effective as of the date hereof, we hereby
amend the Credit Facilities as follows:
1. Article I, Section 1.1(b) is hereby amended by deleting the following
definition:
"Adjusted EBITDA" shall mean, for any fiscal quarter, EBITDA less any
amounts payable (i) by any subsidiary in respect of the Indebtedness of
such Subsidiary (including, but not limited to, Indebtedness of VANTAS
Incorporated and the Secured $75 million Loan) and (ii) by the Borrower in
respect of the Secured $60 million Loan.
2. Article III, Section 3.1 is amended and restated in its entirety as
follows:
Section 3.1 Interest Rate. Each Loan shall bear interest from the date
made until the date repaid, payable in arrears, on the Commitment
Termination Date, at a rate per annum equal to the greater of (i) the sum
of (x) 2% and (y) the Prime Rate for the applicable Interest Period and
(ii) 12%. With respect to each Loan outstanding for one year or longer,
such 12% rate shall increase to 12.48%, 12.98%, 13.50% and 14.04% as of the
anniversary of the making of such Loan, for the second, third, fourth and
fifth years that such Loan is outstanding, respectively. Payments under the
Notes shall be applied first to any fees, costs or expenses due under the
Notes or hereunder, then to interest, and then to principal.
Notwithstanding any other provision of this Agreement, all outstanding
principal and interest of the Loan and all other amounts payable hereunder,
if not sooner paid, shall be due and payable on the Commitment Termination
Date.
3. Article XI is hereby amended by adding the following section:
Section 11.12 Participations. The Lender may transfer participations to
one or more of its Affiliates in or to all or a portion of its rights and
obligations under and in respect of any and all Loans and Letters of Credit
under this Agreement (including, without limitation, all or a portion
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of any or all of its Commitment hereunder; provided, however, that (i) the
Lender's obligations under this Agreement (including, without limitation,
its Commitment hereunder) shall remain unchanged, (ii) the Lender shall
remain solely responsible to the Borrower for the performance of such
obligations, (iii) the Borrower and the Lender shall continue to deal
solely and directly with each other in connection with the Lender's and
Borrower's rights and obligations under this Agreement, and (iv) such
participant's rights to agree or to restrict the Lender's ability to agree
to the modification, waiver or release of any of the terms of the
Agreement, to consent to any action or failure to act by the Borrower, or
to exercise or refrain from exercising any powers or rights which the
Lender may have under the Agreement, shall be limited to the right to
consent to (A) an increase in the Commitment, (B) a reduction of the
principal of, or rate or amount of interest on the Loan(s) subject to such
participation (other than by the payment or prepayment thereof), and (C)
postponement of any date fixed for any payment of principal of, or interest
on, the Loan(s) subject to such participation.
In addition, Article I, Section 1.1(b) of the RSVP Facility is amended by
amending and restating the definition of "Commitment" as follows:
"Commitment" means $110 million, less (i) the amount of loans made by
the Lender to the Borrower for the funding of investments made by RSVP
prior to the spin-off distribution of shares of common stock of the
Borrower by Reckson and (ii) the amount of any investments made by the
Lender in joint venture investments made with RSVP, and as such amount may
be reduced from time to time pursuant to Section 2.3.
Very truly yours,
RECKSON OPERATING PARTNERSHIP, L.P.
By: Reckson Associates Realty Corp.,
its General Partner
By: -------------------------------
Name:
Title:
Confirmed and Accepted:
FRONTLINE CAPITAL GROUP
By: ------------------
Name:
Title:
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