Amendment to Loan Agreement between Lehman Brothers Bank FSB and Exodus Communications Real Property I, LLC and LP (May 4, 2001)

Summary

This amendment updates a previous loan agreement between Lehman Brothers Bank FSB and Exodus Communications Real Property I, LLC and LP. The amendment increases the loan amount by $11 million, revises interest rates, payment terms, and certain property references, and updates definitions and schedules. It also affirms the borrower's representations and warranties regarding property title. The original loan agreement remains in effect as amended. Some financial details are confidential and not disclosed in this public filing.

EX-10.37 6 dex1037.txt AMENDMENT TO LOAN AGREEMENT CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS DOCUMENT PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT SENT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS ARE OMITTED FROM THIS FILING AND ARE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXHIBIT 10.37 AMENDMENT TO LOAN AGREEMENT THIS AMENDMENT TO LOAN AGREEMENT dated as of May 4, 2001 (this "Amendment") between LEHMAN BROTHERS BANK FSB, having an address at 921 North Orange Street, Wilmington, Delaware 19801 ("Lender") and EXODUS COMMUNICATIONS REAL PROPERTY I, LLC, a Delaware limited liability company, having its address at 2831 Mission College Boulevard, Suite C, Santa Clara, California 95054-1838, and EXODUS COMMUNICATIONS REAL PROPERTY I, LP, a Texas limited partnership, having its address at 2831 Mission College Boulevard, Suite A, Santa Clara, California 95054-1838 (collectively, "Borrower"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, Lender and Borrower are parties to a loan agreement dated as of March 30, 2001 (the "Loan Agreement") wherein Lender agreed to make a loan to Borrower in the maximum principal amount of $105,000,000; WHEREAS, Lender and Borrower have agreed to increase the amount of the loan by an additional $11,000,000; WHEREAS, Lender and Borrower are desirous of amending the Loan Agreement in the manner hereinafter provided. NOW, THEREFORE, for good and valuable consideration, the parties hereto hereby agree that the Loan Agreement is hereby amended as follows: 1. All capitalized terms not otherwise defined herein shall have the meanings provided in the Loan Agreement. 2. The amount of the Subsequent Advance shall be * Dollars ($*), which Subsequent Advance has been made in full concurrently herewith. 3. The Applicable Interest Rate with respect to the Subsequent Advance for the Interest Period commencing as of the date hereof and ending May 9, 2001 shall be (i) *% with respect to Component A, (ii) *% with respect to Component B, (iii) *% with respect to Component C and (iv) *% with respect to Component D. 4. Borrower and Lender hereby acknowledge and agree that with respect to the Payment Date occurring on May 10, 2001, Borrower shall pay (a) interest at the Applicable Interest Rate (i) with respect to the Subsequent Advance for the Interest Period commencing as of the date hereof and ending May 9, 2001 and (ii) with respect to the Initial Advance for the Interest Period commencing as of April 10, 2001 and ending May 9, 2001 and (b) a principal amount determined in accordance with clause (ii) of the definition of Monthly Debt Service Payment Amount. * Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. Such portions are omitted from this filing and are filed separately with the Securities and Exchange Commission. 5. Any and all references to 4650 Ironsides Drive, Santa Clara, California and 4700 Ironsides Drive, Santa Clara, California shall be amended to refer to, respectively, 4650 Old Ironsides Drive, Santa Clara, California and 4700 Old Ironsides Drive, Santa Clara, California. 6. The term "Assignment of Leases" is hereby amended to delete the -------------------- words "as of the date hereof" from the definition thereof. 7. The term "Component A" is hereby amended in its entirety to ----------- mean that certain portion of the Loan in the initial principal amount of * Dollars ($*). 8. The term "Component B" is hereby amended in its entirety to mean ----------- that certain portion of the Loan in the initial principal amount of * Dollars ($*). 9. The term "Component C" is hereby amended in its entirety to mean ----------- that certain portion of the Loan in the initial principal amount of * Dollars ($*). 10. The term "Component D" is hereby amended in its entirety to ----------- mean that certain portion of the Loan in the initial principal amount of * Dollars ($*). 11. The term "Interest Rate Cap Event" is hereby amended in its ----------------------- entirety to mean (i) LIBOR is equal to or greater than *% or (ii) notice from Lender that a Securitization is expected to occur within the next twenty (20) days. 12. The term "Note" is hereby amended in its entirety to mean that ---- certain Amended and Restated Promissory Note of even date herewith in the principal amount of One Hundred Sixteen Million and No/100 Dollars ($116,000,000), made by Borrower in favor of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time. 13. The term "Release Amount" is hereby amended in its entirety to -------------- mean for an Individual Property the amount set forth on Schedule I hereto. ---------- 14. The term "Spread" is hereby amended in its entirety to mean (a) ------ *% with respect to Component A, (b) *% with respect to Component B, (c) *% with respect to Component C, and (d) *% with respect to Component D. 15. The term "Strike Price" is hereby amended to mean *%. ------------ 16. Section 7.3 is hereby deleted in its entirety and all references in the Loan Agreement or in any of the other Loan Documents to the terms Replacement Reserve Monthly Deposit, Replacements, Replacement Reserve Fund or Replacement Reserve Account shall be of no further force or effect. 2 * Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. Such portions are omitted from this filing and are filed separately with the Securities and Exchange Commission. 17. The following shall be added as Section 5.1.11(h): ----------------- "Within thirty (30) days of January 1 and July 1 of each calendar year, an update of * delivered in connection with the closing of the Loan shall be performed, which update shall be in form and substance reasonably satisfactory to Lender. Borrower shall provide * in connection with each such update. Borrower shall be responsible for the cost of such updates delivered during the extension periods described in Section 2.2.5(c) of this agreement. 18. Schedule I of the Loan Agreement is hereby amended in its entirety and replaced with Schedule I attached hereto. 19. Borrower hereby affirms each of the representations and warranties made as of the date of the Initial Advance and each of such representations and warranties are incorporated herein and made a part hereof. In addition, California Borrower hereby represents and warrants that it has good, marketable and insurable fee simple title to the real property comprising part of the Individual Property located at 4650 and 4700 Ironsides Drive, Santa Clara, California and good title to the balance of such Individual Property, free and clear of all Liens whatsoever except the Permitted Encumbrances, such other Liens as are permitted pursuant to the Loan Documents and the Liens created by the Loan Documents. 20. As herein amended, the Loan Agreement is hereby ratified and remains in full force and effect. [THERE IS NO FURTHER TEXT ON THIS PAGE] 3 * Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. Such portions are omitted from this filing and are filed separately with the Securities and Exchange Commission. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized representatives, all as of the day and year first above written. EXODUS COMMUNICATIONS REAL PROPERTY I, LLC, a Delaware limited liability company By: Exodus Communications Real Property Managers I, LLC, a Delaware limited liability company, its managing member By: Exodus Communications, Inc., a Delaware corporation, its sole member By: /s/ Adam Wegner ------------------------------------ Name: Adam Wegner Title: EVP, Corporate and Legal Affairs, General Counsel and Secretary EXODUS COMMUNICATIONS REAL PROPERTY I, LP, a Texas limited partnership By: Exodus Communications Real Property Managers I, LLC, a Delaware limited liability company, its general partner By: Exodus Communications, Inc., a Delaware corporation, its sole member By: /s/ Adam Wegner ------------------------------------ Name: Adam Wegner Title: EVP, Corporate and Legal Affairs, General Counsel and Secretary LEHMAN BROTHERS BANK FSB By: /s/ Larry Kravetz ------------------------------------ Name: Larry Kravetz Title: Senior Vice President 4 Schedule I ---------- Properties - Allocated Release Amounts --------------------------------------

5 * Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. Such portions are omitted from this filing and are filed separately with the Securities and Exchange Commission.