EXHIBIT 10.28
FIRST AMENDMENT TO REVOLVING CREDIT
AGREEMENT
This First
Amendment to Revolving Credit Agreement (this “First
Amendment”) amends that certain Revolving Credit Agreement
(as amended hereby, the “Credit Agreement”) dated as of
December 31, 2003, and is made and entered into as of the 13th
day of February, 2004 by and among FIRST POTOMAC REALTY INVESTMENT
LIMITED PARTNERSHIP (“FPLP” or the
“Borrower”), FLEET NATIONAL BANK (“Fleet”),
a national banking association, having its principal place of
business at 100 Federal Street, Boston, Massachusetts 02109 and
KEYBANK NATIONAL ASSOCIATION (collectively with Fleet, the
“Banks”) and FLEET NATIONAL BANK, as managing
administrative agent for itself and each other Bank.
WHEREAS, the Banks
and the Borrower have determined to make certain amendments to the
Credit Agreement, as set forth herein.
NOW, THEREFORE, in
consideration of One Dollar ($1.00) and other good and valuable
consideration by each of the parties hereto, the receipt and
sufficiency of which are hereby acknowledged, it is agreed as
follows:
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1.
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Capitalized terms used but not
defined herein shall have the respective meanings assigned to such
terms in the Credit Agreement.
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2.
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The
definition of “Assignment of Contracts” contained in
Section 1 of the Credit Agreement is amended by inserting the
word “in” immediately following the reference to
“Borrower’s interest” contained
therein.
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3.
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The
definition of “Borrowing Base Availability” contained
in Section 1 of the Credit Agreement is amended to read in its
entirety as follows:
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“Borrowing Base
Availability . As of the date that any Loan is to
be made hereunder, an amount equal to the lesser of (i) 70 %
(the “Advance Rate”) of the Collateral Property Value
at such time, provided that the Advance Rate shall be
automatically and permanently decreased to 65% at such time as the
Collateral Property Value multiplied by 65% would be
at least equal to $50,000,000, and (ii) the Collateral Debt
Service Coverage Amount at such time, and provided ,
further , that at no time may the Borrowing Base
Availability otherwise attributable to the Collateral Properties
exceed 85% of the Appraised Value of Collateral Properties as set
forth in the most recent MAI Appraisals provided to and approved by
the Administrative Agent (it being acknowledged and agreed that if
the Borrowing Base Availability attributable to the Collateral
Properties would exceed 85% of the
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Appraised Value of Collateral
Properties, the Borrower may request that a new MAI Appraisal be
obtained for one or more Collateral Properties, at the
Borrower’s sole cost and expense, and the appraised value
determined by such new MAI Appraisal(s) shall then be the effective
appraised value for the applicable Collateral Properties for
purposes of this definition. The amount available to be drawn at
any time shall be the Borrowing Base Availability less the Maximum
Drawing Amount and all outstanding Loans at such
time.”
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4.
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The
definition of “Eligible Assignee” contained in
Section 1 of the Credit Agreement is amended by inserting, at
the end thereof, the following new sentence:
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“In no event shall the
Borrower or any Affiliate of the Borrower be an Eligible
Assignee.”
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5.
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Clause (c) of the definition of
“Increase Conditions” contained in Section 1 of the
Credit Agreement is amended by inserting the words “an
Eligible Assignee and” immediately following the words
“such financial institution shall be” contained
therein.
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6.
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The
definition of “Tenant Estoppel” contained in
Section 1 of the Credit Agreement is amended by deleting each
reference to the word “Major” contained therein and
replacing it with the following: “Collateral
Property”.
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7.
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Clause (c) of Section 2.3
of the Credit Agreement is amended by inserting the word
“and” immediately following the first reference to
“Applicable Base Rate Margin” contained
therein.
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8.
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Clause (v) of Section 2.4
of the Credit Agreement is amended to read in its entirety as
follows:
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“The Agent will promptly
notify each Lender of any Completed Loan Request and will cause a
copy thereof to be delivered to each Lender on the same Business
Day received, or, in the case of a Libor Rate Loan, the next
Business Day, in each case absent circumstances outside of its
control.”
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9.
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Section 2.8 of the Credit
Agreement is amended by deleting the reference to
“$20,000,000” contained therein; and by inserting in
place thereof the following: “$50,000,000.”
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10.
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Clauses (c) and
(d) contained in Section 8.4 of the Credit Agreement are
each amended by deleting therefrom the words: “Upon the
request of the Agent and”.
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11.
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Clause (a) contained in
Section 11.4 of the Credit Agreement is amended by inserting a
comma immediately following the word “creation”
contained therein.
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12.
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Section 12.9 of the Credit
Agreement is amended: (i) by deleting the reference to
“Estoppel Agreements” contained in clause
(b) thereof and replacing it with the words “Tenant
Estoppels; and (ii) by inserting the following at the end
thereof: “, i
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