Exhibit 10.1
AMENDMENT TO REVOLVING CREDIT
AGREEMENT
THIS AMENDMENT TO REVOLVING CREDIT
AGREEMENT (this “ Amendment ”) is made as of
March 30, 2007, by and among ERP OPERATING LIMITED PARTNERSHIP, a
Delaware limited partnership (the “ Borrower ”),
the BANKS listed on the signature pages hereof, BANK OF AMERICA,
N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., as
Syndication Agent, and SUNTRUST BANK, WACHOVIA BANK, NATIONAL
ASSOCIATION, WELLS FARGO BANK, N.A., LASALLE BANK NATIONAL
ASSOCIATION, THE ROYAL BANK OF SCOTLAND plc, and U.S. BANK NATIONAL
ASSOCIATION, as Documentation Agents.
W
I T N
E S S E T H
:
WHEREAS, the Borrower,
Administrative Agent and the Banks have entered into the Revolving
Credit Agreement dated as of February 28, 2007 (the “
Credit Agreement ”); and
WHEREAS, the parties desire to
modify the Credit Agreement upon the terms and conditions set forth
herein.
NOW THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties do hereby agree as follows:
1.
Definitions
. All capitalized terms not
otherwise defined herein shall have the meanings ascribed to them
in the Credit Agreement.
1
2.
Non-Stabilized Property Value . The definition of
“Non-Stabilized Property Value” is hereby deleted and
the following substituted therefor:
“‘Non-Stabilized
Property Value’ means, the sum of (i) the aggregate
Acquisition Property Value, (ii) the aggregate
Construction Property Value, (iii) the aggregate Redevelopment
Property Value, (iv) the aggregate Condo Property Value, (v) the
aggregate value of any Acquisition Property that was classified as
a “Non-Stabilized Property” as of September 30, 2006
pursuant to the Existing Revolving Credit Agreement, valued for a
period of six fiscal quarters at the greater of (1) the
Property EBITDA divided by FMV Cap Rate (or Borrower’s Share
thereof with respect to any such Non-Stabilized Property owned by a
Consolidated Subsidiary or an Investment Affiliate), and (2)
undepreciated book value (cost basis plus improvements) (or
Borrower’s Share thereof with respect to any such
Non-Stabilized Property owned by a Consolidated Subsidiary or an
Investment Affiliate) and thereafter shall be valued as a
Stabilized Property, and (vi) with respect to Raw Land or any other
Non-Stabilized Property (other than the Non-Stabilized Properties
described under clauses (i) through (v)), the aggregate
undepreciated book value (cost basis plus improvements), determined
in accordance with GAAP of such Non-Stabilized Property (or
Borrower’s Share thereof with respect to any Non-Stabilized
Property owned by a Consolidated Subsidiary or an Investment
Affiliate). All such Acquisition Properties described under clause
(v) shall be valued as a Stabilized Property following the sixth
full fiscal quarter after the date of this
Agreement.”
3.
Effective Date . This Amendment shall become effective
upon receipt by the Administrative Agent of counterparts hereof
signed by the Borrower and the Required Banks (the date of such
receipt being deemed the “ Effective Date
”).
2
4.
Representations and Warranties . Borrower hereby
represents and warrants that as of the Effective Date, all the
representations and warranties set forth in
