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Title: |
Commitment Letter |
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Date: |
2001 |
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Preview shows 6KB of 42KB total |
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Price: |
$37 |
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ID: |
#334807 |
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May 11, 2001
Equity Office Properties Trust
EOP Operating Limited Partnership
Senior Term Loan Facility
Commitment Letter
Equity Office Properties Trust
Two North Riverside Plaza
Suite 2100
Chicago, Illinois 60606
Attention: Richard Kincaid
Ladies and Gentlemen:
EOP Operating Limited Partnership, a Delaware limited partnership (the Borrower) and Equity Office Properties Trust (the Guarantor) have requested that Banc of America Securities, LLC, J.P. Morgan Securities Inc. and Salomon Smith Barney Inc. (collectively, the Arrangers) jointly agree to structure and arrange a senior term loan facility in an aggregate amount of up to $1,000,000,000 (the Facility). The Arrangers are pleased to advise you that they are willing to act as joint and exclusive co-advisors, co-lead arrangers and co-book runners for the Facility. In addition, The Chase Manhattan Bank has agreed to serve as exclusive syndication agent for the Facility (in such capacity, the Syndication Agent), Bank of America, N.A. has agreed to serve as exclusive administrative agent for the Facility (in such capacity, the Administrative Agent) and Salomon Smith Barney Inc. has agreed to serve as exclusive documentation agent for the Facility (in such capacity, the Documentation Agent, and together with the Syndication Agent and the Administrative Agent, the Agents).
Furthermore, the Syndication Agent, the Administrative Agent and Citicorp Real Estate, Inc. (CRE, and together with the Syndication Agent and the Administrative Agent, the Lead Lenders) and Dresdner Bank AG, New York and Cayman Branches (Dresdner), Bankers Trust Company (Bankers Trust) and PNC Bank, National Association (PNC, and together with Dresdner and Deutsche Bank the Co-Lenders) are pleased to advise you of the several commitment of each of the Lead Lenders and Co-Lenders to provide up to the following amounts of the Facility upon the terms and subject to the conditions set forth in this commitment letter (the Commitment
Letter) and in the Summary of Terms and Conditions attached hereto as Exhibit A (the Term Sheet)(each, an Initial Commitment):
| Syndication Agent | $ | 271,666,666.67 | ||
| Administrative Agent | $ | 271,666,666.67 | ||
| CRE | $ | 271,666,666.66 | ||
| Dresdner Bank | $ | 75,000,000.00 | ||
| Deutsche Bank | $ | 75,000,000.00 | ||
| PNC | $ | 35,000,000.00 |
In the event funds are advanced under the Facility and remain outstanding for more than 120 days, the Arrangers shall have the right to syndicate the Facility to financial institutions (collectively, with the Lead Lenders and the Co-Lenders, the Lenders) as further described below, in each case upon the terms and subject to the conditions set forth or referred to in this Commitment Letter, the Term Sheet or the Fee Letter referred to below.
It is agreed that the Administrative Agent will act as the sole and exclusive administrative agent, that the Documentation Agent will act as sole and exclusive documentation agent, that the Syndication Agent will act as sole and exclusive syndication agent and that the Arrangers will act jointly as the arrangers for the Facility, and each will, in such capacities, perform the duties and exercise the authority customarily performed and exercised by it in such roles. The Borrower and the Guarantor agree that no other agents, co-agents or arrangers will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by the Term Sheet and the Fee Letter referred to below) will be paid in connection with the Facility unless the Borrower, the Arrangers, the Agents and the Lead Lenders shall so agree.
In the event the Arrangers commence syndication efforts the Borrower and the Guarantor agree to actively assist the Arrangers in completing such syndication as reasonably requested by the Arrangers. Such assistance shall include (a) the Borrower and the Guarantor using commercially reasonable efforts to ensure that the syndication efforts benefit materially from the Borrowers and the Guarantors existing lending relationships; (b) the Borrower and the Guarantor assisting in the preparation of a confidential information memorandum and other marketing materials to be used in connection with the syndication by providing the information described in the following paragraph; and (c) the Borrower and the Guarantor making their senior management and advisors available to participate, upon reason-
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