Looking for an agreement? Search from over 1 million agreements now.

Term Loan Agreement

This is an actual contract by Alexanders.

Save time and money with our Premium Packages.
Buy all (8) recommended agreements for
$140.00 (50% savings)
Agreement Preview
Sectors: Real Estate
Governing Law: New York, View New York State Laws
Effective Date: June 18, 1998
Search This Document
TERM LOAN AGREEMENT ("this Agreement") dated as of June 18, 1998 by and among ALEXANDER'S KINGS PLAZA CENTER, INC., a Delaware corporation, KINGS PLAZA CORP., a Delaware corporation and ALEXANDER'S DEPARTMENT STORES OF BROOKLYN, INC., a New York corporation (individually and collectively, jointly and severally, "Borrower"), UNION BANK OF SWITZERLAND (New York Branch) (in its individual capacity and not as Administrative Agent, "UBS"; UBS and each other lender who may become a Lender pursuant to Section 8.05, each, a "Lender" and collectively, "Lenders") and UBS, as Administrative Agent for Lenders (together with its successors in such capacity, "Administrative Agent").


Borrower desires that Lenders extend credit as provided herein, and Lenders are prepared to extend such credit on the terms and conditions hereinafter set forth.


NOW, THEREFORE, in consideration of the mutual promises and agreements herein contained, Borrower, Administrative Agent and Lenders hereby agree as follows:


ARTICLE I


PARTICULAR TERMS, DEFINITIONS AND RULES OF CONSTRUCTION


1.01. Definitions. The following terms, as used herein, shall have the following meanings:


"Additional Costs" -- Any costs, losses or expenses actually incurred by any
Lender which it reasonably determines are attributable to its making or
maintaining its Pro Rata Share of the Loan or any reduction in any
amount receivable by any Lender under the Loan or its Note.


"Additional Documents" -- The documents listed in EXHIBIT H hereto.


"Adjusted NOI" -- For any period, (i) Net Operating Income, adjusted as
described in the next to the last sentence of this definition to take
into account the projected contribution to Net Operating Income from
tenants under executed leases which have terms greater than five (5)
years and which are otherwise acceptable to Administrative Agent in its
sole discretion ("Qualifying Leases"), less (ii) the portion of the
amount determined pursuant to clause (i) representing lease
cancellation income. For purposes of computing the amount pursuant to
clause (i), in the event that a Qualifying Lease is executed (and, to
the extent Administrative Agent's approval thereof is required pursuant
to this Agreement, such approval is given or deemed given) with respect
to space in the Premises that was vacant at any time during the period
with respect to which Net Operating Income is being computed, the
tenant under such lease shall be deemed to have been in occupancy and
paying rent during the period of vacancy, and said amount computed
pursuant to clause (i) shall be adjusted upward correspondingly. In
addition, Net Operating Income shall be adjusted (i) to exclude free
rent, accrued rent with respect to tenants more than sixty (60) days in
arrears in the payment of 2
rent and rent from terminated leases and (ii) to omit the straight line
treatment of rent.


"Administrative Agent's Office" -- Administrative Agent's Office as set forth on
the signature page of this Agreement, or such other address in the
United States as Administrative Agent may designate by notice to
Borrower and Lenders.


"Aggregate Commitment Amount" -- At any time, the sum of (i) the Principal
Amount plus the undisbursed amount of the Loan, plus, once the first
advance is made of the Building Loan or the Other Loan, (ii) the
aggregate outstanding principal amount of the Building Loan Notes plus
the undisbursed amount of the Building Loan and (iii) the aggregate
outstanding principal amount of the Other Notes plus the undisbursed
amount of the Other Loan.


"Applicable Lending Office" -- For each Lender and for the portions of the
outstanding principal balance under its Note bearing interest at the
Prime Based Rate or the LIBO Based Rate, as applicable, the lending
office of such Lender (or of an affiliate of such Lender) designated as
such on the signature page hereof or in the applicable Assignment and
Assumption Agreement, or such other office of such Lender (or of an
affiliate of such Lender) as such Lender may from time to time specify
to Administrative Agent and Borrower as the office by which the
portions of the outstanding principal balance under its Note bearing
interest at the Prime Based Rate or the LIBO Based Rate, as applicable,
are to be made and maintained.


"Applicable Margin" -- With respect to the Prime Based Rate, 0% per annum; and
with respect to the LIBO Based Rate, 1.25% per annum.


"Assignee" -- Has the meaning specified in Section 8.05.


"Assignment and Assumption Agreement" -- An Assignment and Assumption Agreement,
substantially in the form of EXHIBIT A, pursuant to which a Lender
assigns and an Assignee assumes rights and obligations in accordance
with Section 8.05.


"ATC Letter" -- That certain letter from ATC Associates Inc., by David M.
Winslow and Kelly McKinney, to Dewey Ballantine LLP dated June 10,
1998, Subject: Kings Plaza Shopping Center, Brooklyn, NY, ATC Project
No. 43411-001, Remediation Cost Estimate Review.


"Building Loan"; "Building Loan Notes"; "Building Loan Mortgage" -- A loan by
Lenders to Borrower for certain cost-of-improvement items with respect
to the Premises; the note evidencing said loan made by Borrower to
Lenders; the building loan mortgage, assignment of leases and rents and
security agreement(s) made to Administrative Agent as to secure the
Building Loan Notes and Borrower's other obligations in respect of the
Building Loan. The Building Loan Mortgage shall be a second lien on
Borrower's interest in the Premises (behind the lien of the Mortgage).


2 3 "Business Day" -- Any day on which commercial banks are not authorized or
required to close in New York City; or, whenever such day relates to a
LIBOR Amount, an Interest Period with respect to a LIBOR Amount, or
notice with respect to a LIBOR Amount, any such day in which Dollar
deposits are also carried out in the London interbank market and banks
are open for business in London.


"Code" -- The Internal Revenue Code of 1986.


"Credit Lease" -- a Major Lease with an investment grade rated tenant, on
Borrower's standard form without material changes, at a market rental
and for a term of at least five (5) years.


"Debt Yield" -- For any calendar quarter, the ratio, expressed as a
percentage, as determined by Administrative Agent (which determination
shall be conclusive so long as made on a reasonable basis), of (i)
Adjusted NOI for the three (3)-month period ending with the last day of
such quarter, annualized (i.e., multiplied by four (4)) to (ii) the
Aggregate Commitment Amount as of the end of such quarter.


"Default"-- Any event or circumstance which, with the giving of notice or the
passage of time, or both, would become an Event of Default.


"Default Rate" -- Has the meaning given to such term in the Mortgage.


"Dollars" and "$" -- Lawful money of the United States of America.


"EHS Permits" -- Has the meaning given to such term in the Environmental
Agreement.


"Employee Benefit Plan" -- Any employee benefit or other plan established or
maintained, or to which contributions have been made, by Borrower or
Guarantor.


"Environmental Agreement" -- The Environmental Agreement of even date herewith
made by Borrower and Guarantor to Lenders.


"Environmental, Health and Safety Laws" -- Has the meaning given to such term in
the Environmental Agreement.


"Environmental Reports" -- The environmental reports listed on EXHIBIT E.


"ERISA" -- The Employee Retirement Income Security Act of 1974, including the
rules and regulations promulgated thereunder.


"ERISA Affiliate" -- Any corporation which is a member of the same controlled
group of corporations (within the meaning of Section 414(b) of the
Code) as Borrower and/or Guarantor, or any trade or business which is
under common control (within the meaning of Section 414(c) of the Code)
with Borrower and/or Guarantor, or any organization which is required
to be treated as a single employer with Borrower and/or Guarantor under
Section 414(m) or 414(o) of the Code.


3 4 "Event of Default" -- Has the meaning given to such term in the Mortgage.


"Federal Funds Rate" -- For any day, the rate per annum equal to the weighted
average of the rates on overnight federal funds transactions as
published by the Federal Reserve Bank of New York for such day,
provided that (i) if such day is not a Business Day, the Federal Funds
Rate for such day shall be such rate on such transactions on the
immediately preceding Business Day as so published on the next
succeeding Business Day, and (ii) if no such rate is so published on
such next succeeding Business Day, the Federal Funds Rate for such day
shall be the average of the rates quoted by three (3) Federal Funds
brokers to Administrative Agent on such day on such transactions.


"Financial Statements" -- Statements of the assets, liabilities (direct or
contingent), income, expenses and cash flow of Borrower and Guarantor,
prepared in accordance with generally accepted accounting principles in
the United States of America as in effect from time to time and
consistently applied.


"Governmental Authorities" -- The United States, the State of New York and any
political subdivision, agency, department, commission, board, bureau or
instrumentality of either of them, including any local authorities,
which exercises jurisdiction over Borrower, Guarantor, the Premises or
the Improvements.


"Guarantor" -- Jointly and severally, Alexander's, Inc., a Delaware corporation,
and any other Person(s) who may hereafter become a guarantor of any or
all of Borrower's obligations in respect of the Loan.


"Hazardous Materials" -- Has the meaning given to such term in the Environmental
Agreement.


"Improvements" -- Kings Plaza Mall consisting of approximately 418,631 square
feet of mall store retail space and a former Alexander's store
containing approximately 339,000 square feet of gross leasable area
which is to be renovated.


"Individual Loan Commitment" -- With respect to each Lender, the amount set
forth below opposite the name of such Lender (subject to adjustment in
accordance with the provisions of Section 8.05).


Lender Individual Loan Commitment

UBS $90,000,000


"Interest Period" -- The period during which interest at the LIBO Based Rate,
determined as provided in this Agreement, shall be applicable to the
LIBO Rate Request Amount in question, provided, however, that each such
period shall be one (1) month for the first one hundred twenty (120)
days following the date hereof and thereafter either one (1), two (2)
or three (3) months, which shall be measured from the date specified by
Borrower in each LIBO Rate Request for the commencement of the
computation of interest at the LIBO Based Rate, to the


4 5
numerically corresponding day in the calendar month in which such period
terminates (or, if there be no numerical correspondent in such month, or
if the date selected by Borrower for such commencement is the last
Business Day of a calendar month, then the last Business Day of the
calendar month in which such period terminates, or if the numerically
corresponding day is not a Business Day then the next succeeding Business
Day, unless such next succeeding Business Day enters a new calendar month,
in which case such period shall end on the next preceding Business Day)
and in no event shall any such period extend beyond the Maturity Date.


"Law" -- Any federal, state or local law, statute, rule, regulation, ordinance,
order, decree, directive, requirement, code, notice of violation or rule
of common law, now or hereafter in effect, and in each case as amended,
and any judicial or administrative interpretation thereof by a
Governmental Authority or otherwise, including any judicial or
administrative order, determination, consent decree or judgment.


"Lenders' Counsel" -- Dewey Ballantine LLP, 1301 Avenue of the Americas, New
York, New York 10019-6092.


"LIBO Based Rate" -- With respect to any LIBOR Amount, the rate per annum
(expressed as a percentage) determined by Administrative Agent to be equal
to the sum of (i) the quotient of the LIBO Rate for the LIBOR Amount and
Interest Period in question divided by [1 minus the Reserve Requirement]
(rounded up to the nearest 1/100 of 1%) and (ii) the Applicable Margin.


"LIBO Rate" -- The rate per annum (rounded up to the nearest 1/16 of 1%) offered
to the London branch of UBS by prime banks in the London interbank market
at approximately 11 a.m. (London time) two (2) Business Days prior to the
first day of the applicable Interest Period, for deposits in immediately
available funds, in Dollars, of amounts comparable to the LIBO Rate
Request Amount for the same period of time as the Interest Period selected
by Borrower in the LIBO Rate Request.


"LIBO Rate Request" -- Borrower's telephonic notice (to be promptly confirmed in
writing), to be received by Administrative Agent by 12 Noon (New York
time) three (3) Business Days prior to the date specified in the LIBO Rate
Request for the commencement of the Interest Period (which specified date
must be a Business Day), of (a) its intention to have (i) all or any
portion of the Principal Amount or the outstanding principal amount under
the Building Loan Notes or the Other Notes which is not then the subject
of an Interest Period (other than an Interest Period which is terminating
on the Business Day specified in the notice), and/or (ii) all or any
portion of any advance of proceeds of the Loan, the Building Loan or the
Other Loan, evidenced by, respectively, the Notes, the Building Loan Notes
or the Other Notes, which is to be made on the Business Day specified in
the notice, bear interest at the LIBO Based Rate and (b) the Interest
Period desired by Borrower in respect of the amount specified.


5 6 "LIBO Rate Request Amount" -- The amount, to be specified by Borrower in each
LIBO Rate Request, which Borrower desires bear interest at the LIBO Based
Rate and which shall in no event be less than $1,000,000 and which, at
Administrative Agent's option, shall be an integral multiple of $100,000.


"LIBOR Amount" -- Each portion of the Principal Amount or the outstanding
principal amount under the Building Loan Notes or the Other Notes bearing
interest at the LIBO Based Rate pursuant to a particular LIBO Rate
Request.


"Loan" -- The loan in the Loan Amount evidenced by the Notes and advanced
pursuant to this Agreement.


"Loan Amount" -- $90,000,000.


"Loan Documents" -- This Agreement, the Notes, the Mortgage, the Environmental
Agreement, Uniform Commercial Code financing statements in respect of the
Mortgaged Property and any other collateral given as security for the
Loan, and any other documents which evidence or secure the Loan.


"Major Lease" -- Any lease for space of the Improvements greater than 7,500
square feet.


"Maturity Date" -- June 1, 2001.


"Mortgage" -- The consolidated mortgage, assignment of leases and rents and
security agreement(s) made to Administrative Agent pursuant to a mortgage
consolidation and modification agreement to secure the Notes and
Borrower's other obligations in respect of the Loan. The Mortgage shall be
a first lien on Borrower's interest in the Premises.


"Mortgaged Property" -- Borrower's interest in the Premises and other property
constituting the "Mortgaged Property", as said quoted term is defined in
the Mortgage.


"Multiemployer Plan" -- Any plan defined as such in Section 3(37) of ERISA.


"Net Cash Flow" -- For any period, Net Operating Income less interest on the
Loan, the Building Loan and the Other Loan, each for such period.


"Net Operating Income" -- For any period, an amount, as determined by
Administrative Agent (which determination shall be conclusive so long as
made on a reasonable basis), equal to:


(a) all actual revenues of Borrower from the operation of
the Premises during such period, determined in accordance with GAAP,
including all rental and other payments, including, without limitation,
base rent, additional rent, promotional revenues, percentage rent and
payments for common area maintenance, taxes and operating expenses;


6 7
less
(b) all operating expenses of Borrower in connection
with the Premises during such period, determined in accordance with GAAP,
including, without limitation, insurance premiums, real estate taxes,
ordinary maintenance and repair expenses, management fees (of 3.5% of the
sum calculated pursuant to clause (a) above) and any other operating
expenses, all as determined in accordance with GAAP, but excluding debt
service payable under the Loan, the Building Loan and the Other Loan.


"Non-Delinquent Lender" -- Each Lender other than the Delinquent Lender(s).


"Note"; "Notes" -- The notes, represented initially by a consolidated note
pursuant to a Note Consolidation and Modification Agreement of even date
herewith for an aggregate principal amount of $90,000,000 held by UBS, in
the form of EXHIBIT C; such consolidated note, as the same may hereafter
be amended, modified, extended, severed, assigned, substituted, renewed or
restated from time to time including, without limitation, any substitute
notes pursuant to Section 8.05, each, a "Note" and collectively, the
"Notes".


"Other Loan"; "Other Notes"; "Other Mortgage" -- A loan by Lenders to Borrower
for certain non-cost-of-improvement items with respect to the Premises;
the note evidencing said loan made by Borrower to Lenders; the project
loan mortgage, assignment of leases and rents and security agreement(s)
made to Administrative Agent as to secure the Other Notes and Borrower's
other obligations in respect of the Other Loan. The Other Mortgage shall
be a third lien on Borrower's interest in the Premises (behind the lien of
the Mortgage and the Building Loan Mortgage).


"Participant"; "Participation" -- Have the respective meanings specified in
Section 8.05.


"Pension Plan" -- Any employee pension benefit plan within the meaning of
Section 3(2) of ERISA with respect to which Borrower, Guarantor or any
ERISA Affiliate at any relevant time has liability or an obligation to
contribute.


"Person" -- An individual, partnership, corporation, business trust, joint stock
company, trust, unincorporated association, joint venture or other entity
of whatever nature.


"Premises" -- The land described on Schedule A to the Mortgage and located as
indicated on the cover hereof, upon which all or part of the Improvements
are located.


"Premises Documents" -- Has the meaning given to such term in the Mortgage.


"Prime Based Rate" -- The Applicable Margin plus the greater of (i) the Federal
Funds Rate plus 1/2 of 1% per annum or (ii) the prime commercial lending
rate as announced from time to time by Administrative Agent at
Administrative Agent's Office, each change in said rates to be effective
as of the date of such change.


7 8 "Principal Amount" -- At any time, the aggregate outstanding principal amount of
the Notes.


"Pro Rata Share" -- With respect to each Lender, the ratio of such Lender's
Individual Loan Commitment to the Loan Amount. As of the date hereof, the
Lenders' respective Pro Rata Shares are as follows:


Lender Pro Rata Share


UBS 100%


"Regulation D" -- Regulation D of the Board of Governors of the Federal Reserve
System.


"Regulatory Change" -- With respect to any Lender and the charging and
collecting of interest at the LIBO Based Rate, any change after the date
hereof in United States federal, state or foreign laws or regulations
(including Regulation D) or the adoption or making after such date of any
interpretations, directives or requests applying to a class of banks
including such Lender under any United States federal, state or foreign
laws or regulations (whether or not having the force of law) by any court
or governmental or monetary authority charged with the interpretation or
administration thereof, excluding any change the effect of which is
reflected in a change in the LIBO Based Rate.


"Remedial Action" -- Has the meaning given to such term in the Environmental
Agreement.


"Required Lenders" -- At any time, those Lenders holding at least 66-2/3% of
that portion of the aggregate outstanding principal amount of those of the
Notes held by the Lenders.


"Reserve Requirement" -- The rate at which reserves (including any marginal,
supplemental or emergency reserves) are actually required to be maintained
by any Lender or any Lender's respective Participants, if any, under
Regulation D against "Euro-Currency Liabilities", as such quoted term is
used in Regulation D. Without limiting the effect of the foregoing, the
Reserve Requirement shall reflect any other reserves required to be
maintained by any Lender or any Lender's respective Participants in the
Loan by reason of any Regulatory Change against (i) any category of
liabilities which includes deposits by reference to which the LIBO Based
Rate is to be determined as provided in this Agreement or (ii) any
category of extensions of credit or other assets which includes loans the
interest rate on which is determined on the basis of rates used in
determining the LIBO Rate.


"Title Insurer" -- The issuer(s), approved by Administrative Agent, of the title
insurance policy or policies insuring the Mortgage.


1.02. Rules of Construction. Except as expressly provided otherwise, when used in this Agreement (i) "or" is not exclusive, (ii) "hereunder", "herein", "hereof"


8 9 and the like refer to this Agreement as a whole, (iii) "Article", "Section", "Schedule" and "Exhibit" refer to Articles, Sections, Schedules and Exhibits of this Agreement, (iv) terms defined in the singular shall have a correlative meaning when used in the plural and vice versa, (v) a reference to a Law includes any amendment, modification or supplement to, or replacement of, such Law and (vi) a reference to a document shall mean such document as the same may be amended, modified or supplemented from time to time in accordance with its terms. The cover page and the Exhibits and Schedules, if any, annexed hereto are incorporated as a part of this Agreement with the same effect as if set forth in the body hereof. Any table of contents and all captions and headings herein are for convenience only and shall not affect the interpretation or construction hereof


ARTICLE II


THE LOAN


2.01. Generally. Subject to the provisions of this Agreement, and on the basis of the representations, warranties and covenants made herein and in the other Loan Documents, Lender will advance and Borrower will accept the Loan Amount, in one disbursement, upon the satisfaction of the conditions set forth in Section 4.01. The Loan shall be made at Lender's principal office or at such other place as Lender may designate, by wire transfer to an account of Borrower designated by it.


2.02. Purpose. The Loan shall be made for the business purpose of refinancing existing indebtedness, funding to acquire partnership or tenant-in-common interests and other general business purposes. Borrower covenants and agrees that in no event shall proceeds of the Loan, or any part thereof, be used, directly or indirectly, for any other purpose, for any illegal purpose or for the purpose, whether immediate, incidental or ultimate, of buying or carrying "margin stock" within the meaning of Regulation U of the Board of Governors of the Federal Reserve System, or in connection with any hostile acquisition.


2.03. Notes. The Loan shall be evidenced by the Notes, duly completed and executed by Borrower (one for each Lender in an amount equal to such Lender's Individual Loan Commitment, payable for the account of such Lender's Applicable Lending Office), in an aggregate principal amount equal to the Loan Amount. The Notes shall mature, and all outstanding principal and other sums thereunder shall be paid in full, on the Maturity Date, as the same may be accelerated or extended.


2.04. Payments and Distributions. Borrower shall make each payment under this Agreement and under the Notes not later than 11:00 a.m. (New York time) on the date when due to Administrative Agent at Administrative Agent's Office in immediately available funds. Administrative Agent will thereafter, on the day of its receipt of each such payment, cause to be distributed to each Lender such Lender's appropriate share (based upon the respective outstanding principal amounts of the Notes and the respective rates of interest thereunder) of the payments of principal and interest, and its appropriate share of the payments of other sums, in like funds for the account of such Lender's Applicable Lending Office.


9 10
Except to the extent provided in this Agreement, whenever any payment to be made under this Agreement or under the Notes is due on any day other than a Business Day, such payment shall be made on the next succee
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |

Privacy Policy   Terms of Service  18.206.13.39