FIRST AMENDMENT TO CREDIT AGREEMENT
This First Amendment to Credit Agreement ("Amendment") is made and entered
into as of November 1, 1996, by and among Glenborough Properties, L.P., a
California Limited Partnership, ("Borrower") , Xxxxx Fargo Bank, National
Association ("Xxxxx Fargo"), Imperial Bank, a California Corporation ("Imperial
Bank") Fleet National Bank ("Fleet") and each lender which may hereinafter
become a party to the Credit Agreement (collectively, "Lenders") and Xxxxx Fargo
as Agent. Capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Credit Agreement.
WHEREAS, the Borrower, the Lenders, and the Agent have agreed to amend the
Credit Agreement as set forth herein.
NOW THEREFORE, the parties hereto agree:
ARTICLE I - AMENDMENT TO THE CREDIT AGREEMENT
1.1 DELETION OF SECTION 2.01 (B) (II). Section 2.01(b) (ii) of the Credit
Agreement is hereby deleted in its entirety and replaced with the following:
"(ii) Borrower may elect (A) to convert LIBOR Loans or any portion thereof
into Base Rate Loans, (B) to convert Base Rate Loans or any portion thereof to
LIBOR Loans, or (C) to continue any LIBOR Loans or any portion thereof for an
additional Interest Period, provided, however, that the aggregate amount of the
Loans being converted into or continued as LIBOR Loans shall, in the aggregate,
equal One Million Dollars ($1,000,000) or an integral multiple of Fifty Thousand
Dollars ($50,000) in excess thereof. The applicable Interest Period for the
continuation of any LIBOR Loan shall commence on the day on which the next
preceding Interest Period expires. The conversion of a LIBOR Loan to a Base Rate
Loan shall only occur on the last Business Day of the Interest Period relating
to such LIBOR Loan. Each such election shall be made by Borrower giving Agent an
original or facsimile Notice of Borrowing no later than 9:00 A.M. (San Francisco
time), not less than three (3) nor more than five (5) Business Days prior to the
date of a conversion to or continuation of a LIBOR Loan, specifying, in each
case (1) the amount of the conversion or continuation, (2) the Interest Period
therefor, and (3) the date of the conversion or continuation (which date shall
be a Business day). Notwithstanding any of the foregoing provisions of this
Section 2.01(b) (ii) to the contrary, if Borrower fails to make an effective
election to continue a LIBOR Loan or to convert a LIBOR Loan to a Base Rate Loan
prior to the third (3rd) Business Day prior to the last scheduled day of the
Interest Period relating to such LIBOR Loan, such LIBOR Loan shall be continued
as the case may be, to a LIBOR Loan with an Interest Period of one (1) month;
provided, however, that if such conversion or continuation shall cause the
number of LIBOR Loan tranches to exceed four (4), such LIBOR Loan shall be
converted to a Base Rate Loan."
1.2 DELETION OF SECTION 2.01 (B) (II). Section 2.01(b) (iii) of the Credit
Agreement is hereby deleted in its entirety and replaced with the following:
"In the event of a continuation of a LIBOR Loan under subparagraph (ii)
above or upon receipt of a Notice of Borrowing in proper form requesting LIBOR
Loans under subparagraph (i) or (ii) above, Agent shall determine the LIBOR
applicable to the Interest Period for such LIBOR Loans, and shall, two (2)
Business Days prior to the beginning of such Interest Period, give (by
facsimile) a Fixed Rate Notice in respect thereof to Borrower and Lenders;
provided, however, that failure to give such notice to Borrower shall not affect
the validity of such rate. Each determination by Agent of the LIBOR shall be
conclusive and binding upon the parties hereto in the absence of manifest
error."
1.3 DELETION OF SECTION 2.06 (A). Section 2.06 (a) of the Credit Agreement is
hereby deleted in its entirety and replaced with the following:
"(a) Voluntary Prepayments. Borrower may, upon not less than one (1)
Business Day prior written notice to Agent not later than 11:00 A.M. (San
Francisco time) on the date given, at any time and from time to time (including,
without limitation, from and after the Term Loan Conversion Date) prepay any
Loans in whole or in part. Any notice of prepayment given to Agent under this
Section 2.06 (a) shall specify the date of prepayment and the aggregate
principal amount of the prepayment. In the event of a prepayment of LIBOR Loans,
Borrower shall concurrently pay any Fixed Rate Price Adjustment payable in
respect thereof. Agent shall provide to each Lender a confirming copy of such
notice on the same Business Day such notice is received."
ARTICLE II- GENERAL PROVISIONS
2.1 ENTIRE AGREEMENT. Upon execution and delivery of this Amendment by all
parties hereto, the Credit shall be modified and amended in accordance with this
Amendment, and all the terms and condition of both shall be read together as
though they constitute one instrument, except that in the case of conflict the
provisions of this Amendment shall prevail.
2.2. FULL FORCE AND EFFECT. The Credit Agreement, as amended hereby, and
each of the Loan Document shall remain in full force and effect.
2.3. BENEFITS OF AMENDMENT. The terms and provisions of this Amendment
shall be binding upon the parties hereto and their respective successors and
assigns and shall inure to the benefit of the parties hereto and the successors
and permitted assigns of Agent and Lenders.
2.4. EXECUTION IN COUNTERPARTS. This Amendment may be executed in any
number of counterparts, each of which counterparts, when so executed and
delivered, shall be deemed to be an original and all of which counterparts,
taken together, shall constitute but one and the same Amendment.
2.5. LIMITATION OF AGREEMENT. Except as especially set forth herein, this
Amendment shall not be to waive, amend or modify any term or condition of the
Credit Agreement, each of which is ratified and reaffirmed and which shall
remain in full force and effect, nor to serve as a consent to any matter
prohibited by the terms and conditions thereof.
2.6. GOVERNING LAW: WAIVER. This Amendment shall be governed by, and shall
be construed and enforced in accordance with, the laws of the State of
California.
2.7. REPRESENTATIONS AND WARRANTIES; NO DEFAULT. Borrower hereby represents
and warrants to the Agent and the Lenders that (a) all of Borrower's
representations and warranties contained in the Credit Agreement and the other
Loan Documents are true and correct on and as of the date of Borrower's
execution of this Amendment; (b) no Default or Event of Default has occurred and
is continuing as of such date under any Loan Document; (c) Borrower has the
power and authority to enter into this Amendment and to perform all of its
obligations hereunder; (d) the execution, delivery and performance of this
Amendment by Borrower have been duly authorized by all necessary corporate,
partnership or other action; and (e) the execution and delivery of this
Amendment and performance thereof by or on behalf of Borrower does not and will
not violate the Partnership Agreement of Borrower or the Certificate of
Incorporation, By-laws or other organizational documents of Glenborough Realty
Trust, Incorporated and does not and will not violate or conflict with any law,
order, writ, injunction, or decree of any court, administrative agency or other
governmental authority applicable to Borrower, Glenborough Realty Trust,
Incorporated or their respective Proerties.
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IN WITNESS WHEREOF, this Amendment has been duly executed on the date set
forth above.
BORROWER
By: GLENBOROUGH PROPERTIES, L.P.,
a California limited partnership
By: GLENBOROUGH REALTY TRUST, INCORPORATED,
a Maryland corporation, its general partner
By ________________________________________
Name: _________________________________
Title: _________________________________
LENDERS:
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By /s/ XXX FRAGEN
---------------------------------------
Name: Xxx Fragen
Title: Assistant Vice President
IMPERIAL BANK, A CALIFORNIA CORPORATION
By ________________________________________
Name: _________________________________
Title: _________________________________
FLEET NATIONAL BANK
By: ____________________________________
Name: _____________________________
Title: _____________________________
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(SIGNATURE PAGES CONTINUED FROM PREVIOUS PAGE)
AGENT:
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By: /s/ XXXX XXXXXX
----------------------------------
Name: Xxxx Xxxxxx
Title: Xx.Xxxx Administration Officer
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IN WITNESS WHEREOF, this Amendment has been duly executed on the date set
forth above. BORROWER
BORROWER
By: GLENBOROUGH PROPERTIES, L.P.,
a California limited partnership
By: GLENBOROUGH REALTY TRUST, INCORPORATED,
a Maryland corporation, its general partner
By ________________________________________
Name: _________________________________
Title: _________________________________
LENDERS:
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By ________________________________________
Name: _________________________________
Title: _________________________________
IMPERIAL BANK, A CALIFORNIA CORPORATION
By /s/ XXXXXXXX XXXXXXX
----------------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Vice President
FLEET NATIONAL BANK
By: ____________________________________
Name: _____________________________
Title: _____________________________
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IN WITNESS WHEREOF, this Amendment has been duly executed on the date set
forth above. BORROWER
BORROWER
By: GLENBOROUGH PROPERTIES, L.P.,
a California limited partnership
By: GLENBOROUGH REALTY TRUST, INCORPORATED,
a Maryland corporation, its general partner
By /s/ XXXXXX XXXXXXXXXX
----------------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Chairman, President &
Chief Executive Officer
LENDERS:
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By ________________________________________
Name: _________________________________
Title: _________________________________
IMPERIAL BANK, A CALIFORNIA CORPORATION
By ________________________________________
Name: _________________________________
Title: _________________________________
FLEET NATIONAL BANK
By: ____________________________________
Name: _____________________________
Title: _____________________________
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IN WITNESS WHEREOF, this Amendment has been duly executed on the date set
forth above. BORROWER
BORROWER
By: GLENBOROUGH PROPERTIES, L.P.,
a California limited partnership
By: GLENBOROUGH REALTY TRUST, INCORPORATED,
a Maryland corporation, its general partner
By ________________________________________
Name: _________________________________
Title: _________________________________
LENDERS:
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By ________________________________________
Name: _________________________________
Title: _________________________________
IMPERIAL BANK, A CALIFORNIA CORPORATION
By ________________________________________
Name: _________________________________
Title: _________________________________
FLEET NATIONAL BANK
By: /s/ XXXX X. XXXXXX
--------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
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