FIRST AMENDMENT TO UNSECURED
REVOLVING CREDIT AGREEMENT
This First Amendment to Unsecured Revolving Credit Agreement (this
"Amendment") is made as of the 26th day of November, 1996, by and among
CENTERPOINT PROPERTIES CORPORATION, a Maryland corporation (the "Borrower"), the
several banks, financial institutions and other entities from time to time
parties to the Credit Agreement described below (collectively, the "Lenders"),
LEHMAN BROTHERS HOLDINGS INC., d/b/a/ Lehman Capital, a division of Lehman
Brothers Holdings Inc. ("Lehman"), not individually but as Documentation Agent,
and THE FIRST NATIONAL BANK OF CHICAGO, not individually, but as "Administrative
Agent."
R E C I T A L S:
A. The Lenders, the Administrative Agent, and Lehman as Documentation
Agent are parties to an Unsecured Revolving Credit Agreement dated as of October
23, 1996 (the "Credit Agreement"). All capitalized terms used in this agreement
and not otherwise defined herein shall have the meanings described as such terms
in the Credit Agreement.
B. The parties desire to amend the Credit Agreement to clarify the way in
which the interest rate applicable under the Facility is rounded.
NOW, THEREFORE, in consideration of the foregoing recitals and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
A G R E E M E N T S
1. The foregoing Recitals to this Amendment hereby are incorporated into
and made a part of this Amendment.
2. The following sentence is hereby added to the definition of "LIBOR
Base Rate" in Article I of the Credit Agreement:
The LIBOR Base Rate shall be rounded to the
next higher multiple of 1/16 of 1% if the rate
is not such a multiple.
3. The last sentence in the definition of LIBOR Rate in Article I of the
Credit Agreement is hereby deleted.
4. All of the obligations of the parties to the Credit Agreement, as
amended hereby, are hereby ratified and confirmed. All references to the Credit
Agreement shall henceforth be deemed to refer to the Credit Agreement as amended
by this Amendment.
5. This Amendment may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
hereto may execute this Amendment by signing such counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.
CENTERPOINT PROPERTIES
CORPORATION, a Maryland corporation
By: /s/ Paul S. Fisher
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Print Name:
-------------------------
Title: Chief Financial Officer
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401 N. Michigan Avenue, Suite 3000
Chicago, IL 60611
Attention: Paul S. Fisher
Telephone: (312) 346-5600
Facsimile: (312) 456-7696
THE FIRST NATIONAL BANK OF
CHICAGO, Individually and as
Administrative Agent
By: /s/ Kevin L. Gillen
---------------------------------
Print Name:
-------------------------
Title: Corporate Banking Officer
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One First National Plaza
Chicago, Illinois 60670
Attention: Kevin L. Gillen
Suite 0151, 14th Floor
Telephone: (312) 732-1486
Facsimile: (312) 732-1117
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LEHMAN BROTHERS HOLDINGS, INC.,
d/b/a Lehman Capital, a division of Lehman
Brothers Holdings, Inc., Individually and as
Documentation Agent
By: /s/ Francis X. Gilhool
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Print Name:
-------------------------
Title: Vice President
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3 World Financial Center
New York, New York 10285-1200
Attention: Allyson V. Bailey, Floor 12
Telephone: (212) 526-5849
Facsimile: (212) 526-5484
THE FIRST NATIONAL BANK OF
BOSTON
By: /s/ Lori Y. Litow
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Print Name:
-------------------------
Title: Vice President
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Notice Address:
The First National Bank of Boston
100 Federal Street
Boston, Massachusetts 02110
Attention: Real Estate Department
Facsimile: (617) 434-7108
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NATIONSBANK, N.A. (SOUTH)
By: /S/ Donna Friedel
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Print Name:
-------------------------
Title: Senior Vice President
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Notice Address:
Nationsbank Plaza
600 Peachtree, 6th Floor
Atlanta, Georgia 30308
Attention: Donna Friedel
Telephone: (404) 607-4107
Facsimile: (404) 607-4145
BANK OF AMERICA ILLINOIS
By: /s/ George W. Kirtland, Jr.
---------------------------------
Name:
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Title: Vice President
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Notice Address:
Bank of America Illinois
231 S. LaSalle Street, 15th Floor
Chicago, Illinois 60697
Attention: George W. Kirtland, Jr.
Telephone: (312) 828-7230
Facsimile: (312) 974-4970
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LASALLE NATIONAL BANK
By: /s/ John C. Hein
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Name:
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Title: Executive Vice President
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Notice Address:
LaSalle National Bank
135 S. LaSalle Street, Suite 1225
Chicago, Illinois 60603
Attention: John Hein
Telephone: (312) 781-8620
Facsimile: (312) 904-6467
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