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Exhibit 10.3
FOURTH AMENDMENT TO
SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
This Fourth Amendment to Second Amended and Restated Revolving Credit
Agreement ("Amendment") is made as of July 12, 1996 by and among FIRST
INDUSTRIAL, L.P., a Delaware limited partnership ("FILP"), FIRST INDUSTRIAL
PENNSYLVANIA, L.P., a Delaware limited partnership ("FILP-PA"; FILP and FILP-PA
are sometimes collectively referred to herein as "Borrower"), FIRST INDUSTRIAL
REALTY TRUST, INC., a Maryland corporation ("General Partner"), THE FIRST
NATIONAL BANK OF CHICAGO, a national banking association ("First Chicago"), in
First Chicago's capacity as a Lender (as defined in the Credit Agreement
described below), UNION BANK OF SWITZERLAND, NEW YORK BRANCH ("UBS"), SOCIETE
GENERALE, SOUTHWEST AGENCY ("Societe Generale"), COMERICA ("Comerica"), THE
NORTHERN TRUST COMPANY ("Northern Trust"), SIGNET BANK/VIRGINIA ("Signet"), and
BHF-BANK AKTIENGESELLSCHAFT (formerly known as Berliner Handles-und Frankfurter
Bank, New York Branch) ("BHF"), and First Chicago, as Agent ("Agent") for the
Lenders (as defined in the Credit Agreement described below).
RECITALS
A. First Chicago, UBS, Societe Generale, Comerica, NBD Bank ("NBD"),
Signet, Borrower, General Partner and Agent entered into a Second Amended and
Restated Revolving Credit Agreement dated as of May 12, 1995, as amended by (i)
a First Amendment to Second Amended and Restated Revolving Credit Agreement
dated as of June 12, 1995 (which amendment, among other things, added BHF as a
"Lender"), (ii) a Second Amendment to Second Amended and Restated Revolving
Credit Agreement dated as of October 31, 1995, and (iii) a Third Amendment to
Second Amended and Restated Revolving Credit Agreement dated as of December 27,
1995 (collectively, the "Credit Agreement"). All capitalized terms used in
this Amendment and not otherwise defined shall have the meanings ascribed to
such terms in the Credit Agreement.
B. Pursuant to an Assignment Agreement dated as of June 11, 1996 NBD
assigned to Northern Trust all of NBD's right, title, interest and obligations
under the Facility, the Credit Agreement and the other Loan Documents.
C. The parties to the Credit Agreement now desire to amend certain terms
contained in the Credit Agreement, all as more particularly set forth below.
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:
AGREEMENTS
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1. The foregoing Recitals and Exhibits to this Amendment hereby are
incorporated into and made a part of this Amendment.
2. The reference to "two percent (2.0%)" contained in the definition of
"Adjusted LIBOR Rate" (as set forth in Section 1.1 of the Credit Agreement) is
hereby deleted from the Credit Agreement, and the percentage "one and
seventy-five one hundredths percent (1.75%)" is substituted in lieu thereof.
3. The definition of "Commitment Fee" (as set forth in Section 1.1 of the
Credit Agreement) is hereby deleted from the Credit Agreement, and the
following is hereby substituted in lieu thereof:
"'Commitment Fee' means a fee payable quarterly in arrears by
Borrower to the Lenders in accordance with Section 2.4(b) hereof accruing
at a rate equal to one-quarter of one percent (0.25%) per annum on the
average available but unborrowed portion of the Aggregate Commitment
(subject, however, to the provisions of Section 5.3 hereof) and
calculated at the end of each calendar quarter based on the average
available but unborrowed portion of the Aggregate Commitment for such
quarter. If any Commitment Fee is payable for any quarter where a
Defaulting Lender was in existence for all or a portion of such quarter,
then such Commitment Fee shall be calculated as if the Defaulting Lender
had made disbursements of its Percentage of all Advances requested by the
Borrower (and approved by the Lenders) during such quarter."
4. The definition of "Implied Capitalization Value" (as set forth in
Section 1.1 of the Credit Agreement) is hereby deleted from the Credit
Agreement, and the following is hereby substituted in lieu thereof:
"'Implied Capitalization Value' means for any Person for any
quarter, the sum of (i) the quotient of (x) the Adjusted EBITDA for such
Person during such quarter (which Adjusted EBITDA shall be annualized as
described in the definition of "Funds From Operations", but shall exclude
any Adjusted EBITDA attributable to Preleased Assets Under Development),
and (y) the then most recent "Average Residual Cap Rate for National
Industrial Markets", as published in the Korpacz Real Estate Investor
Survey, plus (ii) an amount equal to fifty percent (50%) of the Book
Value (as defined in the definition of "Preleased Assets Under
Development") of all Preleased Assets Under Development, provided that in
no event shall the aggregate amount added to Implied Capitalization Value
pursuant to this clause (ii) exceed $50,000,000. For purposes of
computing the Implied Capitalization Value, (A) Adjusted EBITDA may be
increased
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from quarter to quarter by the amount of net cash flow from new leases of
space at the Properties approved by Agent (where such net cash flow has
not then been included in EBITDA) which have a minimum term of one year,
and (B) properties which either (i) were acquired during the quarter
and/or (ii) were previously assets under development under GAAP but which
have been completed during the quarter and have at least some tenants in
possession of the respective leased spaces and conducting business
operations therein each will be included in the calculation of Implied
Capitalization Value using Pro Forma EBITDA for the quarter, so long as a
"new acquisition/opening summary" form is submitted to, and approved by,
Agent for each new acquisition or newly-opened property during such
quarter. In no event shall the "Residual Cap Rate for Industrial
Markets" used to calculate the Implied Capitalization Value be less than
9% or greater than 10.5%."
5. The reference to "one hundred fifty percent (150%)" contained in clause
(a)(ii) of the definition of "Implied Debt Service Coverage Amount" (as set
forth in Section 1.1 of the Credit Agreement) is hereby deleted from the Credit
Agreement, and the percentage "one hundred forty percent (140%)" is substituted
in lieu thereof.
6. The following definition is hereby added to Section 1.1 of the Credit
Agreement:
"'Preleased Assets Under Development' means, as of any date of
determination, any bulk warehouse or light industrial property owned by
Borrower or any of their respective Subsidiaries which (i) is under
construction and then treated as an asset under development under GAAP,
and (ii) has, as of such date, at least fifty percent (50%) of its
projected total rentable area leased at market rates to third party
tenants similar to those at Borrower's other properties, both such land
and improvements under construction to be valued for purposes of this
Agreement at then-current book value, as determined in accordance with
GAAP ("Book Value"); provided, however, in no event shall Preleased
Assets Under Development include any property for more than 270 days from
the date such Property is initially so designated under GAAP."
7. Section 9.5 of the Credit Agreement is hereby amended by deleting the
"." and the end of such section and inserting the following in lieu thereof:
"; provided, however, that for purposes of computing the foregoing ratio
"EBITDA" shall not be calculated using Pro Forma EBITDA as a component
thereof.".
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8. The text of Section 9.9 of the Credit Agreement is hereby deleted in
its entirety and the following is substituted in lieu thereof:
"At any time during the term of the Facility, permit the
Consolidated Operating Partnership to maintain a Market Value Net Worth
of less than the sum of (i) $350,000,000, plus (ii) seventy-five (75%) of
the aggregate proceeds received by Borrower and/or General Partner, as
the case may be (net of customary related fees and expenses), in
connection with any offering of (x) partnership interests of Borrower
and/or (y) stock or other equity interests in General Partner which
occurs after the date of the Fourth Amendment to this Agreement."
9. The reference to the number ".160" set forth in Section 9.12 of the
Credit Agreement is hereby deleted, and the number ".150" is substituted in
lieu thereof.
10. The following is hereby added as the last sentence of Section 13.3.1
of the Credit Agreement:
"An assignment fee of $3,500 will be paid to Agent by each assignee at
the time of each assignment."
11. All of the obligations of the parties to the Credit Agreement, as
amended hereby, are hereby ratified and confirmed. All references in the Loan
Documents to the "Credit Agreement" or the "Revolving Credit Agreement"
henceforth shall be deemed to refer to the Credit Agreement as amended by this
Amendment.
12. 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 any such counterpart. This
Amendment shall be effective when it has been executed by Borrower, General
Partner, Agent, and the Lenders and each party has notified Agent by telecopy
or telephone that it has taken such action.
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IN WITNESS WHEREOF, the Borrower, General Partner, First Chicago, UBS,
Societe Generale, Comerica, Northern Trust, Signet, BHF and Agent have executed
this Amendment as of the date first above written.
FIRST INDUSTRIAL, L.P.
By: First Industrial Realty Trust,
Inc., its general partner
By: Michael J. Havala
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Title: CFO
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FIRST INDUSTRIAL PENNSYLVANIA, L.P.
By: First Industrial Pennsylvania
Corporation, its general partner
By: Michael J. Havala
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Title: CFO
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FIRST INDUSTRIAL REALTY TRUST, INC., as
Guarantor and as General Partner
By: Michael J. Havala
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Title: CFO
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THE FIRST NATIONAL BANK OF CHICAGO, as
Lender
By: Rebecca McCloskey
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Title: Vice President
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UNION BANK OF SWITZERLAND, NEW YORK BRANCH
By: Signature
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Title: Vice President
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By:
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Title:
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SOCIETE GENERALE, SOUTHWEST AGENCY
By: Signature
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Title: Vice President
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COMERICA
By: Signature
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Title: Vice President
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THE NORTHERN TRUST COMPANY
By: Signature
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Title: Vice President
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SIGNET BANK/VIRGINIA
By: Signature
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Title: Vice President
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BHF-BANK AKTIENGESELLSCHAFT
By: Signature
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Title: Vice President
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