EXHIBIT 10.38
RECKSON ASSOCIATES REALTY CORP.
SECOND AMENDED AND RESTATED LETTER AGREEMENT
November 30, 1999
Reckson Service Industries Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Second Amended and Restated Credit Agreements
Dear Sirs:
Reference is made to the Amended and Restated Credit Agreement, dated
as of August 4, 1999, between Reckson Service Industries, Inc., as Borrower (the
"Borrower") and Reckson Operating Partnership, L.P., as Lender (the "Lender")
relating to the operations of the Borrower (the "RSI Facility"), and the Amended
and Restated Credit Agreement, dated as of August 4, 1999, between the Borrower
and the Lender relating to Reckson Strategic Venture Partners LLC (together with
the RSI Facility, the "Credit Facilities"). Capitalized terms used herein and
not otherwise defined shall have the meaning ascribed to such terms in the
Credit Facilities.
You have advised us of your proposal to obtain (i) a $60 million
secured loan from Warburg Dillon Read and UBS AG (or other lenders)
substantially on the terms set forth on the term sheet attached hereto as
Exhibit A (the "Secured $60 million Loan") and (ii) a $75 million secured loan
from Reckson Strategic Venture Partners LLC (or other lenders) substantially on
the terms set forth in the term sheet attached hereto as Exhibit B (the "Secured
$75 million Loan" and, together with the Secured $60 million Loan, the "Secured
Loans"). You have also advised us of your proposal to issue up to $200 million
in preferred stock (the "Preferred Stock").
1. Amendments. We hereby agree to the following amendments to the Credit
Facilities:
a. Section 1.1(b) is hereby amended to add 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.
b. The third sentence of Section 3.1 of the Credit Agreements is
hereby amended by deleting the references to "EBITDA" and
replacing such references with the term "Adjusted EBITDA."
2. Consents. We hereby consent to the following:
a. The Liens to be granted under the Secured Loans shall be deemed
to be Permitted Liens for purposes of the Credit Facilities.
b. In accordance with Section 7.2(c)(iii) of the Credit Facilities,
the incurrence of Indebtedness under the Secured Loans and the
payment of interest thereon is hereby approved.
c. In accordance with Sections 7.2(d) and 7.2(e) of the Credit
Facilities, the filing of one or more Certificates of Designation
and any amendments thereto in respect of the Preferred Stock, and
the payment by the Borrower of dividends to the holders of the
Preferred Stock, is hereby approved.
3. Fees. It is understood that a fee equal to shares of common stock, par
value $.01 per share, of the Borrower shall be paid to us upon
delivery of this letter in consideration of the matters covered in
this letter.
Very truly yours,
RECKSON OPERATING PARTNERSHIP, L.P.
By: Reckson Associates Realty Corp., general partner
By:___________________________________
Name:
Title:
Confirmed and Accepted:
RECKSON SERVICE INDUSTRIES, INC.
By:_________________________
Name:
Title:
