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8-K - 8-K - Inland Diversified Real Estate Trust, Inc.a12-28681_18k.htm

Exhibit 10.1

 

FIRST AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT

 

This First Amendment to First Amended and Restated Credit Agreement (the “Agreement”) is made this 30th day of November, 2012 to be effective as of November 1, 2012 (the “Effective Date”), by and among Inland Diversified Real Estate Trust, Inc. (the “Borrower”), KeyBank National Association, individually and as “Administrative Agent,” and the other “Lenders” shown on the signature pages hereof.

 

R E C I T A L S

 

A.            Borrower, Administrative Agent and the undersigned, as Lenders, have entered into that certain First Amended and Restated Credit Agreement dated as of November 1, 2012 (as amended, the “Credit Agreement”).  All capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Credit Agreement.

 

B.            The Borrower, the Administrative Agent and the Lenders now desire to amend the Credit Agreement in order to modify one of the defined terms in the Credit Agreement as described herein.

 

NOW, THEREFORE, in consideration of the foregoing Recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

AGREEMENTS

 

1.             The foregoing Recitals to this Amendment hereby are incorporated into and made part of this Amendment.

 

2.             The definition of “LIBOR Base Rate” in Article I of the Credit Agreement is hereby amended as of the Effective Date by deleting the words, “and provided further that, in no event shall the LIBOR Base Rate be less than one percent (1.00%) per annum”, from the end of such definition.

 

3.             The Borrower hereby represents and warrants that, as of the date of execution of this Amendment, there is no Default or Unmatured Default, the representations and warranties contained in Article V of the Credit Agreement are true and correct in all material respects as of such date and the Borrower has no offsets or claims against any of the Lenders.

 

4.             As expressly modified as provided herein, the Credit Agreement shall continue in full force and effect.

 

5.             This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart.

 

[Remainder of page intentionally left blank.]

 



 

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment to be effective as of the Effective Date shown above.

 

 

INLAND DIVERSIFIED REAL ESTATE TRUST, INC., a Maryland corporation

 

 

 

 

 

 

By:

/s/ Barry L. Lazarus

 

Print Name: Barry L. Lazarus

 

Title: President/COO

 

 

 

2901 Butterfield Road

 

Oak Brook, Illinois

 

Phone: 630-218-8000 x4929

 

Facsimile: 630-218-4957

 

Attention: Barry L. Lazarus

 

Email: blazarus@inlandgroup.com

 

2



 

COMMITMENT:

KEYBANK NATIONAL ASSOCIATION,

$35,000,000

Individually and as Administrative Agent

 

 

 

 

 

 

 

By:

/s/ Nathan L. Weyer

 

Nathan L. Weyer

 

Vice President

 

 

 

 

 

1200 Abernathy Rd NE, Suite 1550

 

Atlanta, GA 30328

 

Attention: Nathan Weyer

 

Phone: 770-510-2130

 

Facsimile: 770-510-2195

 

Email: Nathan_Weyer@KeyBank.com

 

 

 

With a copy to:

 

 

 

KeyBank National Association

 

1200 Abernathy Rd Suite 1550

 

Atlanta, GA 30328

 

Phone: 770-510-2125

 

Facsimile: 770-510-2197

 

Attention: Oved Amram

 



 

COMMITMENT:

RBS CITIZENS, N.A. d/b/a as Charter One,

$35,000,000

individually and as Syndication Agent

 

 

 

 

 

 

 

By:

/s/ Sam Bluso

 

Name: Sam Bluso

 

Title: Senior Vice President

 

 

 

 

 

RBS Citizens, N.A. d/b/a Charter One

 

Commercial Real Estate Client Services

 

1215 Superior Avenue OHS-675

 

Cleveland, Ohio 44114

 

Phone: 216-277-0166

 

Facsimile: 216-277-4600

 

Attention: Shelly Lyles, Assistant Vice President

 

Email: mlyles@charteronebank.com

 



 

COMMITMENT:

PNC BANK, NATIONAL ASSOCIATION,

$35,000,000

individually and as Documentation Agent

 

 

 

 

 

 

 

By:

/s/ Joel G. Dalson

 

Name: Joel G. Dalson

 

Title: Vice President

 

 

 

PNC Real Estate

 

One North Franklin Street, Suite 2150

 

C-L01-21

 

Chicago, IL 60606

 

Phone: (312) 338-2226

 

Facsimile: (312) 384-4623

 

Attention: Joel G. Dalson

 

Email: joel.dalson@pnc.com