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AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this "AMENDMENT NO. 1") is made as of January 24, 2003 by and among (a) Reckson Operating Partnership, L.P. (the "BORROWER"), (b) JPMorgan Chase Bank, as Administrative Agent (in such capacity, the "ADMINISTRATIVE AGENT") for the Lenders (as defined below); and (c) KeyBank, N.A. (the "NEW LENDER").
WHEREAS, the Borrower, the lenders party thereto (the "LENDERS") and the Administrative Agent are parties to a Second Amended and Restated Revolving Credit Agreement dated as of December 30, 2002 (the "CREDIT AGREEMENT"), pursuant to which the Lenders have agreed to make loans to the Borrower on the terms and conditions set forth therein;
WHEREAS, pursuant to ss.2.1(b) of the Credit Agreement, the Borrower has requested, and the New Lender and the Administrative Agent have agreed to increase the credit limit of the Credit Agreement and add the New Lender as a "Lender" under the Credit Agreement;
NOW, THEREFORE, in consideration of the foregoing premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and fully intending to be legally bound by this Amendment No. 1, the parties hereto agree as follows:
1. DEFINITIONS. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement.
2. AMENDMENTS TO CREDIT AGREEMENT. As of the Effective Date (as defined in ss.4 hereof) the Credit Agreement is hereby amended as follows:
2.1. TOTAL COMMITMENT. In line 10 of the definition of "Revolving Credit Commitment" in ss.1.1 of the Credit Agreement, the amount "$470,000,000" is hereby deleted and the amount "$500,000,000" is substituted in place thereof.
2.2. INCREASE IN TOTAL COMMITMENT. In lines 9 and 10 of ss.2.1(a) of the Credit Agreement, the amount "Four Hundred and Seventy Million Dollars ($470,000,000)" is hereby deleted and the amount "Five Hundred Million Dollars ($500,000,000)" is substituted in place thereof.
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2.3. COMMITMENT PERCENTAGES. SCHEDULE LC to the Credit Agreement is hereby deleted in its entirety and SCHEDULE LC to this Amendment No. 1 is substituted in place thereof.
2.4. NEW LENDER. The New Lender hereby agrees to provide a new Revolving Credit Commitment in the amount of Thirty Million Dollars ($30,000,000) and to accept an assignment of a $5,000,000 Revolving Credit Commitment from Wells Fargo Bank, National Association. From and after the date hereof, the New Lender shall be deemed to be a Lender for all purposes of the Credit Agreement, and each reference to the Lenders in the Credit Agreement shall be deemed to include the New Lender. The New Lender hereby expressly covenants and agrees with the Borrower, the Administrative Agent and each Lender that, from and after the date hereof, the New Lender shall, and does hereby, assume and agree to perform and observe each and every covenant, agreement, obligation or liability of a Lender under the Credit Agreement. The New Lender hereby further covenants and agrees to become a party to any of the other Loan Documents as the Administrative Agent may reasonably request. The New Lenders appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto.
2.5. REQUEST UNDER SS.2.1(B) OF CREDIT AGREEMENT . This Amendment is and shall be deemed to be for all purposes of the Credit Agreement the first exercise by the Borrower of its rights under ss.2.1(b) of the Credit Agreement to request an increase of the Revolving Credit Commitment.
3. PROVISIONS OF GENERAL APPLICATION.
3.1. REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents and warrants as of the date hereof that (a) each of the representations and warranties of the Borrower contained in the Credit Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with the Credit Agreement or this Amendment No. 1 are true as of the date as of which they were made and are true at and as of the date of this Amendment No. 1 (except to the extent that such representations and warranties expressly speak as of a different date) and (b) no Potential Event of Default or Event of Default exists on the date hereof.
3.2. NO OTHER CHANGES. Except as otherwise expressly provided or contemplated by this Amendment No. 1, all of the terms, conditions and
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provisions of the Credit Agreement remain unaltered and in full force and effect. The Credit Agreement and this Amendment No. 1 shall be read and construed as one agreement. The making of the amendments in this Amendment No. 1 does not imply any obligation or agreement by the Administrative Agent or any Lender to make any other amendment, waiver, modification or consent as to any matter on any subsequent occasion.
3.3. GOVERNING LAW. This Amendment No. 1 shall be deemed to be a contract under the laws of the State of New York. This Amendment No. 1 and the rights and obligations of each of the parties hereto are contracts under the laws of the State of New York and shall for all purposes be construed in accordance with and governed by the laws of such State (excluding the laws applicable to conflicts or choice of law).
3.4. ASSIGNMENT. This Amendment No. 1 shall be binding upon and inure to the benefit of each of the parties hereto and their respective permitted successors and assigns.
3.5. COUNTERPARTS. This Amendment No. 1 may be executed in any number of counterparts, but all such counterparts shall together constitute but one and the same agreement. In making proof of this Amendment No. 1, it shall not be necessary to produce or account for more than one counterpart thereof signed by each of the parties hereto.
4. EFFECTIVENESS OF THIS AMENDMENT NO. 1. This Amendment No. 1 shall become effective on the date on which the following conditions precedent are satisfied (such date being hereinafter referred to as the "EFFECTIVE DATE"):
(a) Execution and delivery to the Administrative Agent by the New Lender, the Borrower, the Guarantors and the Administrative Agent of this Amendment No. 1.
(b) Execution and delivery to the Administrative Agent of a certificate of the Borrower confirming that there have been no changes to its charter documents since December 30, 2002.
(c) Delivery to the Administrative Agent of resolutions of the board of directors of the general partner of the Borrower authorizing this Amendment No. 1, including the increased loan amount requested.
(d) Execution and delivery to the Administrative Agent by the Borrower of a Revolving Credit Note in favor of KeyBank, N.A. in the amount of $35,000,000 and a replacement Revolving Credit Note in favor of Wells Fargo Bank, National Association in the amount of $60,000,000.