Exhibit 10.1
FIRST AMENDMENT
TO
FOURTH AMENDED AND RESTATED REIT MANAGEMENT AGREEMENT
THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED REIT MANAGEMENT
AGREEMENT (this "Amendment") is made and entered into as of the 12th day of
December, 1995, by and between Security Capital Pacific Trust, a Maryland real
estate investment trust (the "Trust"), and Security Capital Pacific
Incorporated, a Delaware corporation (the "REIT Manager").
WHEREAS, the Trust and the REIT Manager are parties to that certain Fourth
Amended and Restated REIT Management Agreement, dated as of June 30, 1995, (the
"Agreement"), pursuant to which the REIT Manager provides strategic planning,
day-to-day management, accounting, reporting, financing and other services to
the Trust, subject to the supervision of the Board of Trustees of the Trust; and
WHEREAS, the Trust and the REIT Manager desire to amend the Agreement;
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged the Trust and the REIT Manager agree that the Agreement is hereby
amended as follows:
A. Section 1.1(k) is amended and restated in its entirety as follows:
"(k) "Funds Available from Operations" for any period means the
dollar amount equal to the sum of (i) net earnings of the Trust for such
period excluding interest income and/or dividends received from PTR
Development Services Incorporated, determined in accordance with generally
accepted accounting principles, plus (ii) interest actually paid on the
Trust's senior unsecured long term debt instruments, plus (iii) non-cash
items deducted in calculating net earnings for such period (including but
not limited to depreciation) which are generally added to net earnings in
determining funds from operations for distribution to shareholders pursuant
to prevailing practice among publicly-held real estate investments trusts,
minus (iv) regularly scheduled principal payments (excluding prepayments or
balloon payments) on mortgage indebtedness which has a commercially
reasonable amortization schedule, minus (v) an assumed amount of payments
of principal and interest which would have been paid by the Trust during
such periods under senior unsecured long term debt instruments of the
Trust, if payments were equal to payments on a 20-year fully amortizing
mortgage of equal principal amount and effective interest rate with a
payment schedule requiring equal annual payments of combined principal and
interest (but not costs of issuance), minus (vi) distributions actually
paid with respect to any non-convertible preferred shares of beneficial
interest of the Trust. For calculations under clause (v) of the preceding
sentence, all tranches of long term debt issued simultaneously shall be
viewed collectively and shall be treated as one mortgage financing with an
interest rate equal to the Trust's weighted average effective interest rate
for such tranches after giving effect to any interest rate protection or
similar agreements. For example, the attached Exhibit A shows the assumed
effective interest rate and monthly payment schedules on the $200 million
of senior notes issued by the Trust in February 1994, which will be
deducted in calculating Funds Available from Operations. Funds Available
from Operations will not be increased or decreased by virtue of any of the
following: realized gains or losses, capital expenditures or principal
payments, except for principal payments under the Trust's long term debt
instruments as contemplated by clauses (iv) and (v) of the foregoing
sentence."
B. Section 3.4(a) is amended and restated in its entirety as follows:
"(a) travel and other out-of-pocket expenses incurred by directors,
officers and employees of the REIT Manager in connection with (i) seeking
financing (including debt and equity) for the Trust, (ii) evaluating,
investigating, negotiating or closing the acquisition, financing,
refinancing or disposition of a Trust Property after the Board has approved
the market in which such property is located for investment or (iii)
attending Board, Board committee or shareholder meetings of the Trust;"
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IN WITNESS WHEREOF, the Trust and the REIT Manager have executed this
Amendment as of the day and year first above written.
SECURITY CAPITAL PACIFIC TRUST
By: /s/ C. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Name: C. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Chairman and President
Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
SECURITY CAPITAL PACIFIC TRUST
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
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