AMENDMENT NO. 1 TO THIRD
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AMENDED AND RESTATED CREDIT AGREEMENT
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This AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment No. 1") is made as of May 11, 2005 by and among (a) Reckson
Operating Partnership, L.P. (the "Borrower"), (b) the Lenders party hereto,
and (c) JPMorgan Chase Bank, N.A. (f/k/a JPMorgan Chase Bank) as
Administrative Agent (in such capacity, the "Administrative Agent") for the
Lenders.
WHEREAS, the Borrower, the Lenders and the Administrative Agent are
parties to a Third Amended and Restated Credit Agreement dated as of August 6,
2004 (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, the Borrower has requested that the Lenders amend certain
provisions of the Credit Agreement, and the Lenders party hereto are willing
to so amend certain provisions of the Credit Agreement on the terms and
conditions set forth herein;
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. Amendment to Credit Agreement. As of the Effective Date (as defined in
ss.4 hereof) Section 10.11(a) of the Credit Agreement is amended by restating
such Section 10.11(a) in its entirety to read as follows:
"(a) Indebtedness. Neither the Borrower nor any of its Subsidiaries
shall directly or indirectly create, incur, assume or otherwise
become or remain directly or indirectly liable with respect to any
Indebtedness, except (i) Total Outstanding Indebtedness which would
not exceed sixty percent (60%) of Total Value as of the date of
incurrence, (ii) Total Secured Outstanding Indebtedness which would
not exceed forty percent (40%) of Total Value as of the date of
incurrence or (iii) Total Recourse Secured Outstanding Indebtedness
which would not exceed ten percent (10%) of Total Value as of the
date of incurrence."
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 and correct in all material respects as of the date as of which they
were made and are true and correct in all material respects 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),
(b) no Potential Event of Default or Event of Default exists on the date
hereof, and (c) this Amendment No. 1 has been duly authorized, executed
and delivered by the Borrower and is in full force and effect as of the
Effective Date, and the agreements and obligations of the Borrower
contained herein constitute the legal, valid and binding obligations of
the Borrower, enforceable against it in accordance with its terms, except
to the extent that the enforcement hereof or the availability of
equitable remedies may be limited by applicable bankruptcy,
reorganization, insolvency, moratorium, fraudulent transfer, fraudulent
conveyance or similar laws now or hereafter in effect relating to or
affecting creditors' rights generally or by general principles of equity,
or by the discretion of any court in awarding equitable remedies,
regardless of whether such enforcement is considered in a preceding in
equity or at law.
3.2. No Other Changes. Except as otherwise expressly provided or
contemplated by this Amendment No. 1, all of the terms, conditions and
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
Requisite Lenders, the Borrower, the Guarantors and the Administrative
Agent of this Amendment No. 1.
(b) Execution and delivery to the Administrative Agent of (i) a
certificate of the Borrower confirming that there have been no changes to
its charter documents since August 6, 2004, or (ii) if there have been
changes to the Borrower's charter document since such date, a secretary's
certificate of the Borrower certifying as to such changes.
(c) Delivery to the Administrative Agent of an incumbency
certificate of the Borrower and of resolutions of the board of directors
of the general partner of the Borrower authorizing this Amendment No. 1.
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IN WITNESS WHEREOF, the undersigned have duly executed and delivered this
Amendment No. 1 as of the date first set forth above.
RECKSON OPERATING PARTNERSHIP, L.P.
By: Reckson Associates Realty Corp., its general partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Executive Vice Presieent & General Counsel
JPMORGAN CHASE BANK, N.A.,
individually and as Administrative Agent
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
CITICORP NORTH AMERICA, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION
By:
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Name:
Title:
WACHOVIA BANK, NATIONAL ASSOCIATION
By:
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Name:
Title:
DEUTSCHE BANK TRUST COMPANY AMERICAS, INC.
By:
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Name:
Title:
By:
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Name:
Title:
KEYBANK, NATIONAL ASSOCIATION
By:
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Name:
Title:
THE BANK OF NEW YORK
By:
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Name:
Title:
SCOTIABANC INC.
By:
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Name:
Title:
THE BANK OF NOVA SCOTIA
By:
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Name:
Title:
ING REAL ESTATE FINANCE (USA) LLC
By:
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Name:
Title:
PNC BANK, NATIONAL ASSOCIATION
By:
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Name:
Title:
COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
By:
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Name:
Title:
By:
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Name:
Title:
MANUFACTURERS AND TRADERS TRUST COMPANY
By:
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Name:
Title:
UBS LOAN FINANCE LLC
By:
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Name:
Title:
By:
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Name:
Title:
▇▇▇▇▇ ▇▇▇ COMMERCIAL BANK, LTD.
By:
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Name:
Title:
COMERICA BANK
By:
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Name:
Title:
EUROHYPO AG, NEW YORK BRANCH
By:
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Name:
Title:
By:
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Name:
Title:
FIRST HORIZON BANK, A DIVISION OF FIRST TENNESSEE BANK
N.A.
By:
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Name:
Title:
CITIZENS BANK OF RHODE ISLAND
By:
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Name:
Title:
Each of the undersigned Guarantors hereby acknowledges the foregoing Amendment
No. 1 and reaffirms its guaranty of the Guaranteed Obligations (as defined in
the Guaranty executed and delivered by such Guarantor) under the Credit
Agreement and the other Loan Documents, each as amended hereby or in
connection herewith, in accordance with the Guaranty executed and delivered by
such Guarantor.
RECKSON ASSOCIATES REALTY CORP.
By:
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Name:
Title:
RECKSON FS LIMITED PARTNERSHIP
By: Reckson Financing LLC, its general partner
By: Reckson Operating Partnership, L.P.,
its sole member
By: Reckson Associates Realty Corp., its
general partner
By:
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Name:
Title:
360 ▇▇▇▇▇▇▇▇ PLAZA, LLC
By: Reckson Operating Partnership, L.P., its sole member
By: Reckson Associates Realty Corp., its general
partner
By:
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Name:
Title:
METROPOLITAN PARTNERS LLC
By: Reckson Operating Partnership, L.P., its sole member
By: Reckson Associates Realty Corp., its general
partner
By:
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Name:
Title:
METROPOLITAN OPERATING PARTNERSHIP, L.P.
By: Metropolitan Partners LLC, its general partner
By: Reckson Operating Partnership, L.P., its sole
member
By: Reckson Associates Realty Corp., its
general partner
By:
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Name:
Title:
275 BROADHOLLOW LLC
By: RCG Holdings, Inc., its managing member
By:
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Name:
Title:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLC
By: Reckson Operating Partnership, L.P., its sole member
By: Reckson Associates Realty Corp., its general
partner
By:
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Name:
Title:
RM SQUARE, LLC
By: Reckson Operating Partnership, L.P., its sole member
By: Reckson Associates Realty Corp., its general
partner
By:
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Name:
Title: