FIRST AMENDMENT TO CREDIT AGREEMENT
dated as of October 15, 1998
by and among
SECURITY CAPITAL GROUP INCORPORATED
as Borrower,
THE FINANCIAL INSTITUTIONS PARTY THERETO
AND THEIR ASSIGNEES UNDER SECTION 10.8 THEREOF
as Lenders,
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
as Documentation Agent and
XXXXX FARGO BANK, NATIONAL ASSOCIATION
as Agent
EXHIBIT 10.1
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of October 15, 1998 by
and among SECURITY CAPITAL GROUP INCORPORATED (the "Borrower"), the financial
institutions party thereto and their assignees under Section 10.8 thereof (the
"Lenders"), CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as Documentation Agent
(the "Documentation Agent") and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Agent
(the "Agent").
WHEREAS, the Borrower, the Lenders, the Documentation Agent and the
Agent are parties to that certain Credit Agreement dated as of June 5, 1998 (the
"Credit Agreement");
WHEREAS, the Borrower, the Lenders, the Documentation Agent and the
Agent desire to amend certain provisions of the Credit Agreement on the terms
and conditions contained herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the parties
hereto hereby agree as follows:
Section 1. Specific Amendments to Credit Agreement.
(a) The Credit Agreement is amended by deleting from Section 7.1(a)
thereof the reference to the number "95" and substituting in its place the
number "135".
(b) The Credit Agreement is amended by deleting from Section 7.1(b)
thereof the reference to "50 days" and substituting in its place "65 days".
(c) The Credit Agreement is amended by deleting Section 7.1(d) in its
entirety and substituting in its place the following:
"(d) as soon as possible and in any event within 5 Business Days
following the end of each calendar month or promptly upon the reasonable
request of Agent, an Unencumbered Pool Certificate;"
(d) The Credit Agreement is amended by supplementing Schedule 6.6
thereto with the additional information set forth on the "Supplement to Schedule
6.6" attached hereto.
Section 2. Effectiveness of Amendments and Waivers. The effectiveness of
Section 1 is subject to receipt by the Agent of each of the following in form
and substance satisfactory to the Agent: (a) Counterparts of this Amendment
executed by each of the parties hereto; and (b) Such other documents and
instruments as the Agent may reasonably request. Section 3. Representations of
the Borrower. The Borrower represents and warrants to the Agent and the Lenders
that:
(a) Authorization. The Borrower has the right and power, and has taken
all necessary action to authorize it, to execute and deliver this Amendment and
to perform its obligations hereunder and under the Credit Agreement, as amended
by this Amendment, in accordance with their respective terms. This Amendment has
been duly executed and delivered by a duly authorized officer of the Borrower
and each of this Amendment and the Credit Agreement, as amended by this
Amendment, is a legal, valid and binding obligation of the Borrower enforceable
against the Borrower in accordance with its respective terms, except as the same
may be limited by bankruptcy, insolvency, and other similar laws affecting the
rights of creditors generally and the availability of equitable remedies for the
enforcement of certain obligations contained herein or therein may be limited by
equitable principles generally.
(b) Compliance with Laws, etc. The execution and delivery by the
Borrower of this Amendment and the performance by the Borrower of this Amendment
and the Credit Agreement, as amended by this Amendment, in accordance with their
respective terms, do not and will not, by the passage of time, the giving of
notice or otherwise: (i) require any Government Approval or violate any
Applicable Law relating to the Borrower the failure to possess or to comply with
which would have a Materially Adverse Effect; (ii) conflict with, result in a
breach of or constitute a default under the Organizational Documents of the
Borrower or any indenture, agreement or other instrument to which the Borrower
is a party or by which it or any of its properties may be bound and the
violation of which would have a Materially Adverse Effect; or (iii) result in or
require the creation or imposition of any Lien upon or with respect to any
property now owned or hereafter acquired by the Borrower other than Permitted
Liens.
Section 4. Reaffirmation by Borrower. The Borrower hereby repeats and
reaffirms all representations and warranties made by the Borrower to the Agent
and the Lenders in the Credit Agreement and the other Loan Documents to which it
is a party on and as of the date hereof (and after giving effect to this
Amendment) with the same force and effect as if such representations and
warranties were set forth in this Amendment in full.
Section 5. Reaffirmation by Guarantor. The Guarantor hereby reaffirms
its continuing obligations to the Agent and the Lenders under the Guaranty, and
agrees that the transactions contemplated by this Amendment shall not in any way
affect the validity and enforceability of the Guaranty, or reduce, impair or
discharge the obligations of the Guarantor thereunder.
Section 6. References to the Credit Agreement. Each reference to the
Credit Agreement in any of the Loan Documents (including the Credit Agreement)
shall be deemed to be a reference to the Credit Agreement, as amended by this
Amendment.
Section 7. Benefits. This Amendment shall be binding upon and shall inure
to the benefit of the parties hereto and their respective successors and
assigns.
Section 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.
Section 9. Effect. Except as expressly herein amended, the terms and
conditions of the Credit Agreement and the other Loan Documents shall remain in
full force and effect.
Section 10. Effective Date. This Amendment shall not be
effective until its execution and delivery by all of the parties hereto
whereupon its shall be deemed effective as of the date first written above.
Section 11. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original and shall be
binding upon all parties, their successors and assigns.
Section 12. Definitions. All capitalized terms not otherwise defined herein
are used herein with the respect ive definitions given them in the Credit
Agreement.
[Signatures Begin on the Following Page]
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to Credit Agreement to be executed as of the date first above written.
BORROWER:
SECURITY CAPITAL GROUP INCORPORATED
By:______________________________________
Name:______________________________
Title:______________________________
GUARANTOR:
SC REALTY INCORPORATED
By:______________________________________
Name:______________________________
Title:______________________________
[Signatures Continued on Following Page]
[Signature Page to First Amendment to Credit Agreement dated as of October
__, 1998 with Security Capital Group Incorporated]
AGENT AND LENDERS:
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
individually and as the Agent
By:______________________________________
Name:______________________________
Title:______________________________
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, individually and as
Documentation Agent
By:______________________________________
Name:______________________________
Title:______________________________
CREDIT LYONNAIS NEW YORK BRANCH
By:______________________________________
Name:______________________________
Title:______________________________
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By:______________________________________
Name:______________________________
Title:______________________________
[Signatures Continued on Following Page]
[Signature Page to First Amendment to Credit Agreement dated as of October
__, 1998 with Security Capital Group Incorporated]
BANK OF MONTREAL, CHICAGO BRANCH
By:______________________________________
Name:______________________________
Title:______________________________
NATIONSBANK, N.A.
By:______________________________________
Name:______________________________
Title:______________________________
GUARANTY FEDERAL BANK, F.S.B.
By:______________________________________
Name:______________________________
Title:______________________________
DRESDNER BANK, AG, NEW YORK BRANCH AND
GRAND CAYMAN BRANCH
By:______________________________________
Name:______________________________
Title:______________________________
By:______________________________________
Name:______________________________
Title:______________________________
[Signatures Continued on Following Page]
[Signature Page to First Amendment to Credit Agreement dated as of October
__, 1998 with Security Capital Group Incorporated]
FIRST UNION NATIONAL BANK
By:______________________________________
Name:______________________________
Title:______________________________
TRANSAMERICA LIFE INSURANCE AND ANNUITY
COMPANY
By:______________________________________
Name:______________________________
Title:______________________________
BANKBOSTON, N.A.
By:______________________________________
Name:______________________________
Title:______________________________
KBC BANK N.V.
By:______________________________________
Name:______________________________
Title:______________________________
By:______________________________________
Name:______________________________
Title:______________________________
[Signature Page to First Amendment to Credit Agreement dated as of October
__, 1998 with Security Capital Group Incorporated]
AMSOUTH BANK
By:______________________________________
Name:______________________________
Title:______________________________
BANK ONE ARIZONA
By:______________________________________
Name:______________________________
Title:______________________________
