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TERM LOAN AGREEMENT

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TERM LOAN AGREEMENT


AMONG


AMERIVEST PROPERTIES INC.


and


FLEET NATIONAL BANK, AS ADMINISTRATIVE AGENT


and


THE LENDERS PARTY HERETO


TABLE OF CONTENTS


SS.1. DEFINITIONS AND RULES OF INTERPRETATION...............................1
SS.1.1. DEFINITIONS..................................................1
SS.1.2. RULES OF INTERPRETATION.....................................13


SS.2. TERM LOAN FACILITY...................................................13
SS.2.1. COMMITMENT TO LEND..........................................13
SS.2.2. THE NOTES...................................................13
SS.2.3. INTEREST ON LOANS...........................................14
SS.2.4. CONVERSION OPTIONS..........................................14
SS.2.5. FUNDS FOR LOANS.............................................15


SS.3. REPAYMENT OF THE LOANS...............................................15
SS.3.1. MATURITY....................................................15
SS.3.2. OPTIONAL REPAYMENTS OF LOANS................................15


SS.4. CERTAIN GENERAL PROVISIONS...........................................16
SS.4.1. FEES........................................................16
SS.4.2. RESERVED....................................................17
SS.4.3. FUNDS FOR PAYMENTS..........................................17
SS.4.4. COMPUTATIONS................................................17
SS.4.5. ADDITIONAL COSTS, ETC.......................................17
SS.4.6. CAPITAL ADEQUACY............................................18
SS.4.7. CERTIFICATE.................................................19
SS.4.8. INDEMNITY...................................................19
SS.4.9. INTEREST ON OVERDUE AMOUNTS.................................19
SS.4.10. INABILITY TO DETERMINE EURODOLLAR RATE......................19
SS.4.11. ILLEGALITY..................................................20


SS.5. COLLATERAL SECURITY; NO LIMITATION ON RECOURSE.......................20
SS.5.1. COLLATERAL SECURITY.........................................20
SS.5.2. NO LIMITATION ON RECOURSE...................................20
SS.5.3. APPROVAL OF TRANSACTIONS AFFECTING COLLATERAL VALUE.........20
SS.5.3. ADDITIONAL PLEDGED INTERESTS................................21


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SS.6. REPRESENTATIONS AND WARRANTIES.......................................21
SS.6.1. AUTHORITY; ETC..............................................21
SS.6.2. GOVERNMENTAL APPROVALS......................................22
SS.6.3. TITLE TO PROPERTIES; LEASES.................................22
SS.6.4. FINANCIAL STATEMENTS........................................22
SS.6.5. NO MATERIAL CHANGES.........................................23
SS.6.6. FRANCHISES, PATENTS, COPYRIGHTS, ETC........................23
SS.6.7. LITIGATION..................................................23
SS.6.8. NO MATERIALLY ADVERSE CONTRACTS, ETC........................23
SS.6.9. COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC................24
SS.6.10. TAX STATUS..................................................24
SS.6.11. EVENT OF DEFAULT............................................24
SS.6.12. INVESTMENT COMPANY ACT......................................24
SS.6.13. ABSENCE OF FINANCING STATEMENTS, ETC........................24
SS.6.14. SETOFF, ETC.................................................24
SS.6.15. CERTAIN TRANSACTIONS........................................24
SS.6.16. BENEFIT PLANS; MULTIEMPLOYER PLANS; GUARANTEED
PENSION PLANS...............................................25
SS.6.17. REGULATIONS U AND X.........................................25
SS.6.18. ENVIRONMENTAL COMPLIANCE....................................25
SS.6.19. SUBSIDIARIES AND AFFILIATES.................................26
SS.6.20. LEASES......................................................26
SS.6.21. LOAN DOCUMENTS..............................................26
SS.6.22. MORTGAGED PROPERTIES........................................27


SS.7. AFFIRMATIVE COVENANTS OF THE BORROWER................................29
SS.7.1. PUNCTUAL PAYMENT............................................29
SS.7.2. MAINTENANCE OF OFFICE.......................................29
SS.7.3. RECORDS AND ACCOUNTS........................................29
SS.7.4. FINANCIAL STATEMENTS, CERTIFICATES AND INFORMATION..........29
SS.7.5. NOTICES.....................................................30
SS.7.6. EXISTENCE; MAINTENANCE OF REIT STATUS; MAINTENANCE
OF PROPERTIES...............................................32
SS.7.7. INSURANCE...................................................32
SS.7.8. TAXES.......................................................32


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SS.7.9. INSPECTION OF PROPERTIES AND BOOKS..........................33
SS.7.10. COMPLIANCE WITH LAWS, CONTRACTS, LICENSES, AND PERMITS......33
SS.7.11. USE OF PROCEEDS.............................................33
SS.7.12. RESERVED....................................................33
SS.7.13. LEASES; LEASE APPROVALS.....................................33
SS.7.14. INTEREST RATE PROTECTION....................................33
SS.7.15. FURTHER ASSURANCE...........................................34
SS.7.16. RESERVED....................................................34
SS.7.17. ENVIRONMENTAL INDEMNIFICATION...............................34
SS.7.18. RESPONSE ACTIONS............................................34
SS.7.19. ENVIRONMENTAL ASSESSMENTS...................................34
SS.7.20. EMPLOYEE BENEFIT PLANS......................................35


SS.8. CERTAIN NEGATIVE COVENANTS OF THE BORROWER...........................35
SS.8.1. RESTRICTIONS ON INDEBTEDNESS................................35
SS.8.2. RESTRICTIONS ON LIENS, ETC..................................36
SS.8.3. RESTRICTIONS ON INVESTMENTS.................................37
SS.8.4. MERGER, CONSOLIDATION AND DISPOSITION OF PROPERTIES.........38
SS.8.5. SALE AND LEASEBACK..........................................38
SS.8.6. COMPLIANCE WITH ENVIRONMENTAL LAWS..........................38
SS.8.7. DISTRIBUTIONS...............................................39
SS.8.8. TERMINATION OF MAJOR LEASES.................................39
SS.8.10. MORTGAGORS..................................................39


SS.9. FINANCIAL COVENANTS OF THE BORROWER..................................39
SS.9.1. RESERVED....................................................39
SS.9.2. RESERVED....................................................39
SS.9.3. TOTAL LIABILITIES TO GROSS ASSET VALUE......................39
SS.9.4. ADJUSTED EBITDA TO INTEREST EXPENSE.........................40
SS.9.5. EBITDA TO FIXED CHARGES.....................................40
SS.9.6. MINIMUM TANGIBLE NET WORTH..................................40


SS.10. CONDITIONS TO EFFECTIVENESS..........................................40
SS.10.1. LOAN DOCUMENTS..............................................40
SS.10.2. GOOD STANDING CERTIFICATES AND CERTIFIED COPIES.............40


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SS.10.3. BY-LAWS; RESOLUTIONS.......................................40
SS.10.4. INCUMBENCY CERTIFICATE; AUTHORIZED SIGNERS.................41
SS.10.5. OPINIONS OF COUNSEL CONCERNING ORGANIZATION AND LOAN
DOCUMENTS..................................................41
SS.10.6. PAYMENT OF FEES............................................41
SS.10.7. VALIDITY OF LIENS..........................................41
SS.10.8. CONSENTS...................................................41
SS.10.9. TITLE INSURANCE; TITLE EXCEPTION DOCUMENTS.................41
SS.10.10. MORTGAGE DEBT DOCUMENTS....................................41
SS.10.11. HAZARDOUS SUBSTANCE ASSESSMENTS............................41
SS.10.12. INSPECTING ENGINEER'S REPORTS..............................41
SS.10.13. UCC LIEN SEARCHES..........................................42
SS.10.14. COMPLIANCE CERTIFICATE.....................................42


SS.11. CONDITIONS TO ALL BORROWINGS.........................................42
SS.11.1. REPRESENTATIONS TRUE; NO EVENT OF DEFAULT; COMPLIANCE
CERTIFICATE................................................42
SS.11.2. NO LEGAL IMPEDIMENT........................................42
SS.11.3. GOVERNMENTAL REGULATION....................................42
SS.11.4. PROCEEDINGS AND DOCUMENTS..................................42


SS.12. EVENTS OF DEFAULT; ACCELERATION; ETC.................................43
SS.12.1. EVENTS OF DEFAULT AND ACCELERATION.........................43
SS.12.2. REMEDIES...................................................45
SS.12.3. DISTRIBUTION OF COLLATERAL PROCEEDS........................45


SS.13. SETOFF...............................................................46


SS.14. THE AGENT............................................................47
SS.14.1. AUTHORIZATION..............................................47
SS.14.2. EMPLOYEES AND AGENTS.......................................47
SS.14.3. NO LIABILITY...............................................47
SS.14.4. NO REPRESENTATIONS.........................................47
SS.14.5. PAYMENTS...................................................48
SS.14.6. HOLDERS OF NOTES...........................................49
SS.14.7. INDEMNITY..................................................49
SS.14.8. AGENT AS LENDER............................................49


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SS.14.9. RESIGNATION AND REMOVAL....................................49
SS.14.10. NOTIFICATION OF DEFAULTS AND EVENTS OF DEFAULT.............49
SS.14.11. DUTIES IN THE CASE OF ENFORCEMENT..........................50


SS.15. EXPENSES.............................................................50


SS.16. INDEMNIFICATION......................................................51


SS.17. SURVIVAL OF COVENANTS, ETC...........................................51


SS.18. ASSIGNMENT: PARTICIPATIONS; ETC......................................52
SS.18.1. CONDITIONS TO ASSIGNMENT BY LENDERS........................52
SS.18.2. CERTAIN REPRESENTATIONS AND WARRANTIES; LIMITATIONS;
COVENANTS..................................................52
SS.18.3. REGISTER...................................................53
SS.18.4. NEW NOTES..................................................53
SS.18.5. PARTICIPATIONS.............................................54
SS.18.6. PLEDGE BY LENDER...........................................54
SS.18.7. NO ASSIGNMENT BY BORROWER..................................54
SS.18.8. DISCLOSURE.................................................54


SS.19. NOTICES, ETC.........................................................54


SS.20. GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE...................55


SS.21. HEADINGS.............................................................55


SS.22. COUNTERPARTS.........................................................55


SS.23. ENTIRE AGREEMENT.....................................................56


SS.24. WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS.......................56


SS.25. CONSENTS, AMENDMENTS, WAIVERS, ETC...................................56


SS.26. SEVERABILITY.........................................................57


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TERM LOAN AGREEMENT


This TERM LOAN AGREEMENT is made as of the sixth (6th) day of February, 2003, by and among AMERIVEST PROPERTIES INC., a Maryland corporation (the "Borrower"), and FLEET NATIONAL BANK, a national banking association ("FNB"), the other lending institutions which are listed on Schedule 1, (the "Lenders") and FLEET NATIONAL BANK, as agent for itself and such other lending institutions (the "Agent").


WHEREAS, the Borrower has requested and FNB has agreed to provide a term loan facility in the principal amount of $5,100,000, and portions of such facility may be assigned to other lending institutions, and Borrower has agreed to provide collateral to FNB and such other lending institutions;


NOW, THEREFORE, to accomplish these purposes, the Agent, the Borrower and the Lenders hereby agree as follows:


ss.1. DEFINITIONS AND RULES OF INTERPRETATION


ss.1.1. Definitions The following terms shall have the meanings set forth in this ss.l or elsewhere in the provisions of this Agreement referred to below:


Adjusted EBITDA. EBITDA minus the Reserve Amount for all Real Estate Assets owned by Borrower or any of the Related Companies.


Affiliated Lenders. Any commercial bank which is (i) the parent corporation of any of the Lenders originally listed on Schedule 1, (ii) a wholly-owned subsidiary of any of the Lenders or (iii) a wholly-owned subsidiary of the parent corporation of any of the Lenders.


Agent. Fleet National Lender acting as agent for the Lenders or any successor agent.


Agent's Head Office. The Agent's head office located at 100 Federal Street, Boston, Massachusetts 02110, or at such other location as the Agent may designate from time to time.


Agreement. This Term Loan Agreement, including the Schedules and Exhibits hereto.


Arranger. Fleet Securities, Inc. or any successor.


Assignment and Acceptance. Seess.18.


Balance Sheet Date. December 31, 2001.


Borrower. As defined in the preamble hereto.


Borrowing Date. The date on which the Loan is made or is to be made, and the date on which the Loan is converted or continued in accordance with ss.2.4.


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Buildings. The buildings, structures and other improvements now or hereafter located on the Mortgaged Properties.


Business Day. Any day other than a Saturday, Sunday or day which shall be in the Commonwealth of Massachusetts a legal holiday or day on which banking institutions are required or authorized to close and, in the case of LIBOR Loans, also a day which is a LIBOR Business Day.


Capitalized Leases. Leases under which the Borrower is the lessee or obligor, the discounted future rental payment obligations under which are required to be capitalized on the balance sheet of the Borrower in accordance with Generally Accepted Accounting Principles.


CERCLA. See ss.6.18.


Change in Control. The occurrence of any of the following events: (A) if during any twelve month period on or after the Closing Date while any portion of the Loan remains outstanding, individuals who at the beginning of such period constituted the Board of Directors of the Borrower (together with any new directors whose election by the Board of Directors or whose nomination for election by the shareholders of the Borrower was approved by a vote of at least a majority of the members of the Board of Directors then in office who either were members of the Board of Directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the members of the Board of Directors then in office; or (B) if there occurs a change of control of the Borrower of a nature that would be required to be reported in response to Item 1a of Form 8-K filed pursuant to Section 13 or 15 under the Securities Exchange Act of 1934, or in any other filing by the Borrower with the Securities and Exchange Commission; or (C) if the Borrower or any Mortgagor consolidates with, is acquired by, or merges into or with any Person.


Closing Date. The date upon which this Agreement shall become effective pursuant to ss.10 and the Loan shall be advanced.


Code. The Internal Revenue Code of 1986, as amended and in effect from time to time.


Collateral. The Pledged Interests and all of the property of the Borrower that are subject to the security interests, liens and pledges created by the Security Documents.


Commitment. With respect to each Lender, the amount set forth from time to time on Schedule 1.1 hereto as the amount of such Lender's commitment to make a Loan to the Borrower on the Closing Date.


Compliance Certificate. A certificate in the form of Exhibit C hereto signed by a Responsible Officer setting forth in reasonable detail computations evidencing compliance with the covenants contained in ss.9.1 through ss.9.4, ss.8.3(d) and ss.8.7.


Controlled Unconsolidated Entity. An Unconsolidated Entity to the extent that the Borrower has the authority to make management decisions on behalf of such Unconsolidated Entity, or when this term is used with respect to the


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negative covenants herein, an Unconsolidated Entity in which the Borrower has the right or ability to prevent such Unconsolidated Entity from taking the action which is prohibited by the applicable negative covenant.


Conversion Request. A notice given by the Borrower to the Agent of its election to convert or continue a Loan in accordance with ss.2.4.


Default. See ss.12.1.


Distribution. The declaration or payment of any dividend or distribution of cash or cash equivalents to the shareholders of the Borrower or the limited partners of any operating partnership in which the Borrower is a general partner.


Dollars or $. Dollars in lawful currency of the United States of America.


Domestic Lending Office. Initially, the office of each Lender designated as such in Schedule 1.3 hereto; thereafter, such other office of such Lender, if any, located within the United States that will be making or maintaining Prime Rate Loans.


EBITDA. For any period of calculation and without duplication, net income (loss) of Borrower for such period (determined in accordance with Generally Accepted Accounting Principles, before allocations to minority interests and excluding all amounts attributable to the net income or net losses of Unconsolidated Entities) plus the sum of the following amounts (but only to the extent included in determining net income (loss) for such period): (a) depreciation and amortization expense of Borrower for such period plus (b) Interest Expense for such period plus (c) income tax expense of Borrower in respect of such period plus (d) extraordinary losses of Borrower, losses from the sale of assets of Borrower and losses resulting from forgiveness of debt by Borrower, all for such period minus (e) extraordinary gains of Borrower and gains from the sale of assets of Borrower for such period plus (f) any cash dividends or distributions actually received (and not reinvested) by Borrower from its Unconsolidated Entities.


Effective Leases. As of any date, those Leases currently in effect on such date with the tenant thereunder in substantial occupancy of the leased premises, having commenced the payment of rent at the regular rate specified in the Lease (i.e., any free rent periods have expired) and not, as of such date, in default beyond any applicable notice and cure period.


Eligible Assignee. Any of (a) a commercial bank organized under the laws of the United States, or any State thereof or the District of Columbia, and having total assets in excess of $1,000,000,000; (b) a savings and loan association or savings bank organized under the laws of the United States, or any State thereof or the District of Columbia, and having a net worth of at least $100,000,000, calculated in accordance with Generally Accepted Accounting Principles; (c) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (the "OECD"), or a political subdivision of any such country, and having total assets in excess of $1,000,000,000, provided that such bank is acting through a branch or agency located in the country in which it is organized or another country which is also a member of the OECD; and (d) the central bank of any country which is a member


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of the OECD; (e) an insurance company and other institutional investor having a net worth of at least $100,000,000 that, in the reasonable judgment of the Agent, has substantial experience in real estate lending or investing in loans similar to the Loans; (f) an investment fund or similar entity having a net worth of at least $100,000,000 that is engaged in making, purchasing or holding bank loans or similar extensions of credit and that is managed by an investment advisor that, in the reasonable judgment of the Agent, has substantial experience in real estate lending or investing in loans similar to the Loans or (g) an Affiliated Lender, provided, however that the Borrower, the Related Companies and the Unconsolidated Entities shall not be Eligible Assignees.


Employee Benefit Plan. Any employee benefit plan within the meaning of ss.3 (3) of ERISA maintained or contributed to by the Borrower or any ERISA Affiliate, other than a Multiemployer Plan.


Environmental Laws. Seess.6.18(a).


Environmental Reports. Reports addressed to the Agent prepared by environmental engineering firms acceptable to the Agent relating to environmental site assessments conducted with respect to the Mortgaged Properties described in Schedule 6.18 hereto and conducted with respect to prospective Additional Properties pursuant to ss.5.4.


ERISA. The Employee Retirement Income Security Act of 1974, as amended and in effect from time to time.


ERISA Affiliate. Any Person which is treated as a single employer with the Borrower under ss.414 of the Code.


ERISA Reportable Event. A reportable event with respect to a Guaranteed Pension Plan within the meaning of ss.4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived.


Eurocurrency Reserve Rate. For any day with respect to a LIBOR Loan, the maximum rate (expressed as a decimal) at which any Lender subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against Eurocurrency Liabilities" (as that term is used in Regulation D) , if such liabilities were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Rate.


Event of Default. Seess.12.1.


Facility Percentage. With respect to each Lender, the percentage set forth from time to time on Schedule 1.2 hereto as such Lender's percentage of the Term Loan Facility.


Fixed Charges. With respect to any fiscal period of the Borrower, an amount equal to the sum of (i) Interest Expense, (ii) regularly scheduled installments of principal payable with respect to all Indebtedness of Borrower, excluding any balloon payments due at the maturity of such Indebtedness, plus (iii) all dividend payments due to the holders of any preferred stock of the Borrower.


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FNB. See preamble.


Funds From Operations. With respect to any fiscal period of the Borrower, an amount equal to net income (computed in accordance with Generally Accepted Accounting Principles) from the operation of Real Estate Assets, excluding gains (or losses) from debt restructuring and sales of property, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect funds from operations on the same basis.


Generally Accepted Accounting Principles. Principles that are (a) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors, as in effect from time to time and (b) consistently applied with past financial statements of the Borrower adopting the same principles; provided that a certified public accountant would, insofar as the use of such accounting principles is pertinent, be in a position to deliver an unqualified opinion (other than a qualification regarding changes in Generally Accepted Accounting Principles) as to financial statements in which such principles have been properly applied.


Gross Asset Value. At any date, Borrower's total assets, adjusted to add back the accumulated depreciation of its real estate assets, all as determined in accordance with Generally Accepted Accounting Principals as of such date, plus $4,507,557 (which amount represents the difference between the purchase price and historical net book value of Sheridan Plaza upon Borrower's acquisition in 2001).


Guaranteed Pension Plan. Any employee pension benefit plan within the meaning of ss.3(2) of ERISA maintained or contributed to by the Borrower or any ERISA Affiliate the benefits of which are guaranteed on termination in full or in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer Plan.


Hazardous Substances. Seess.6.18(b).


Indebtedness. All obligations, contingent and otherwise, that in accordance with Generally Accepted Accounting Principles should be classified upon the obligor's balance sheet as liabilities, or to which reference should be made by footnotes thereto, including, without limitation, all of the following, whether or not so classified: (a) the Obligations, (b) all debt and similar monetary obligations, whether direct or indirect; (c) all liabilities secured by any mortgage, pledge, negative pledge, security interest, lien, negative lien, charge, or other encumbrance existing on property owned or acquired subject thereto, whether or not the liability secured thereby shall have been assumed; (d) all guarantees, endorsements and other contingent obligations whether direct or indirect in respect of indebtedness or obligations of others, including any liability as the general partner of a partnership, any obligation to supply funds to or in any manner to invest in, directly or indirectly, the debtor, to purchase indebtedness, or to assure the owner of indebtedness against loss, through an agreement to purchase goods, supplies, or services for the purpose of enabling the debtor to make payment of th
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