First Amendment to Amended and Restated Master Credit Facility Agreement among TC Parties and Prudential Multifamily Mortgage, Inc.

Summary

This amendment updates the existing Master Credit Facility Agreement between various Maryland general partnerships and related entities (the TC Parties) and Prudential Multifamily Mortgage, Inc. (the Lender). The changes include increasing the revolving credit commitment, allowing for an extension of the facility's termination date, and revising certain definitions and terms. The amendment sets out the process and conditions for extending the credit facility, including notice requirements and compliance with covenants. All other terms of the original agreement remain in effect.

EX-10.4.1 4 l06123aexv10w4w1.txt EXHIBIT 10.4.1 EXHIBIT 10.4.1 FIRST AMENDMENT TO AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (the "AMENDMENT") is made as of the 16th day of April, 2003, by and among (i) EACH OF THE GENERAL PARTNERSHIPS SET FORTH ON EXHIBIT A-1 TO THE MASTER AGREEMENT, each a Maryland general partnership (being collectively referred to as the "Owners"), (ii) (a) THE TOWN AND COUNTRY TRUST, a Maryland real estate investment trust (the "REIT"), (b) THE TC OPERATING LIMITED PARTNERSHIP, a Maryland limited partnership (the "Operating Partnership"), (c) THE TOWN AND COUNTRY HOLDING CORPORATION, a Delaware corporation (the "REIT Sub"), (d) THE TC PROPERTY COMPANY, a Maryland general partnership (the "Property Company") and (e) THE TOWN AND COUNTRY ORIOLE CORPORATION, a Delaware corporation ("TC-Oriole") (the REIT, the Operating Partnership, the REIT Sub, the Property Company, TC-Oriole and each of the Owners being collectively referred to as the "TC Parties" and individually referred to as a "TC Party") and (ii) PRUDENTIAL MULTIFAMILY MORTGAGE, INC., a Delaware corporation, successor to WASHINGTON MORTGAGE FINANCIAL GROUP, LTD., a Delaware corporation (the "Lender"). RECITALS A. TC Parties and Lender are parties to that certain Amended and Restated Master Credit Facility Agreement, dated as of April 25, 2002 (as amended from time to time, the "MASTER AGREEMENT"). B. All of the Lender's right, title and interest in the Master Agreement and the Loan Documents executed in connection with the Master Agreement or the transactions contemplated by the Master Agreement have been assigned to Fannie Mae pursuant to that certain Assignment of Master Credit Facility Agreement and Other Loan Documents, dated as of April 25, 2002 (the "ASSIGNMENT"). Fannie Mae has not assumed any of the obligations of the Lender under the Master Agreement or the Loan Documents as a result of the Assignment. Fannie Mae has designated the Lender as the servicer of the Loans contemplated by the Master Agreement. C. The parties are executing this Amendment pursuant to the Master Agreement to (i) reflect an increase in the Revolving Facility Credit Commitment; (ii) permit an extension of the Credit Facility Termination Date; and (iii) amend certain other terms of the Master Agreement as set forth below. NOW, THEREFORE, the parties hereto, in consideration of the mutual promises and agreements contained in this Amendment and the Master Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby agree as follows: SECTION 1. MODIFICATION TO EXISTING DEFINITIONS. The following definitions in the Master Agreement are hereby modified as set forth below: The definition of CREDIT FACILITY TERMINATION DATE is hereby replaced in its entirety by the following new definition: "CREDIT FACILITY TERMINATION DATE" means April 1, 2008, unless otherwise extended pursuant to Section 2.07. The definition of NOTICE ADDRESS is hereby modified by deleting the Arter & Hadden reference in (c) and replacing it with the following in lieu thereof: with a copy to: Venable LLP 1201 New York Avenue, N.W. Suite 1000 Washington, D.C. 20005 Attention: Lawrence H. Gesner, Esq. Telecopy No.: 202 ###-###-#### The definition of REVOLVING FACILITY AVAILABILITY PERIOD is hereby replaced in its entirety by the following new definition: "REVOLVING FACILITY AVAILABILITY PERIOD" the period beginning on the Revolving Facility Commencement Date and ending on January 1, 2008, unless otherwise extended pursuant to Section 2.07. SECTION 2. FACILITY EXTENSION. The following new Section 2.07 is hereby inserted into the Master Agreement: SECTION 2.07 Extension of Credit Facility Termination Date. Borrower shall have the right to extend the Credit Facility Termination Date for one (1) five (5) year period ("EXTENSION") upon satisfaction of each of the following conditions: (a) Borrower provides written notice requesting the Extension ("EXTENSION NOTICE") to Lender not less than one hundred eighty (180) nor more than two hundred ten (210) days prior to the then effective Credit Facility Termination Date. Within thirty (30) days of receipt of the Extension Notice, Lender shall provide Borrower the terms under which the Credit Facility Termination Date shall be extended for one (1) five (5) year period such as conversion of Revolving Facility Advances to Base Facility Advances, additions of Mortgaged Properties to the Collateral Pool, releases of Mortgaged Properties from the Collateral Pool, expansion of the Commitment, interest rate cap requirements, Fees and other provisions of the Loan Documents determined by Lender, Borrower shall then have thirty (30) days to accept the terms of the Extension or reject the terms and the Credit Facility shall terminate as set forth in the Master Agreement. (b) No Event of Default or Potential Event of Default exists on either the date the Extension Notice is given or on the then effective Credit Facility Termination Date. 2 (c) All of the representations and warranties of the Borrowers contained in this Agreement and the other Loan Documents are true and correct in all material respects on the date the Extension Notice is given and on the then effective Credit Facility Termination Date. (d) The Borrowers are in compliance with all of the covenants contained in Article XIII on the date the Extension Notice is given and on the then effective Credit Facility Termination Date. SECTION 3. CAPITALIZED TERMS. All capitalized terms used in this Amendment which are not specifically defined herein shall have the respective meanings set forth in the Master Agreement. SECTION 4. FULL FORCE AND EFFECT. Except as expressly modified by this Amendment, all terms and conditions of the Master Agreement shall continue in full force and effect. SECTION 5. COUNTERPARTS. This Amendment may be executed in counterparts by the parties hereto, and each such counterpart shall be considered an original and all such counterparts shall constitute one and the same instrument. SECTION 6. APPLICABLE LAW. The provisions of Section 22.06 of the Master Agreement (entitled "Choice of Law; Consent to Jurisdiction; Waiver of Jury Trial") are hereby incorporated into this Amendment by this reference to the fullest extent as if the text of such provisions were set forth in their entirety herein. [The rest of this page has been intentionally left blank.] 3 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE TC-WEST/GREENSVIEW COMPANY, a Maryland general partnership THE TC-EAST COMPANY, a Maryland general partnership THE TC-HARFORD COMPANY, a Maryland general partnership THE TC-HOLLOWS COMPANY, a Maryland general partnership THE TC-MONTGOMERY COMPANY, a Maryland general partnership THE TC-NORTH COMPANY, a Maryland general partnership THE TC-WOODMOOR COMPANY, a Maryland general partnership THE TC-RIDGE-VIEW COMPANY, a Maryland general partnership THE TC-SOUTH COMPANY, a Maryland general partnership THE TC-GARDEN WOOD COMPANY, a Maryland general partnership THE TC-HALLFIELD MANOR COMPANY, a Maryland general partnership THE TC-MONTPELIER COMPANY, a Maryland general partnership THE TC-NORTHEAST COMPANY, a Maryland general partnership THE TC-LAUREL COMPANY, a Maryland general partnership THE TC-ROLLING ROAD COMPANY, a Maryland general partnership THE TC-VERSAILLES COMPANY, a Maryland general partnership THE TC-FOX HAVEN COMPANY, a Maryland general partnership THE TC-CHARLESMONT COMPANY, a Maryland general partnership THE TC-FOX RUN COMPANY, a Maryland general partnership THE TC-STONEGATE COMPANY, a Maryland general partnership THE TC-UNIVERSITY HEIGHTS COMPANY, a Maryland general partnership THE TC-BARTON'S CROSSING COMPANY, a Maryland general partnership THE TC-GLEN COMPANY, a Maryland general partnership THE TC-McNAIR FARMS COMPANY, a Maryland general partnership 4 THE TC-CARLYLE STATION COMPANY, a Maryland general partnership THE TC-ALLENTOWN COMPANY, a Maryland general partnership THE TC-EMMAUS COMPANY, a Maryland general partnership THE TC-HANOVER COMPANY, a Maryland general partnership THE TC-HARRISBURG COMPANY, a Maryland general partnership THE TC-HARRISBURG-EAST COMPANY, a Maryland general partnership THE TC-LANCASTER WEST COMPANY, a Maryland general partnership THE TC-LANCASTER EAST COMPANY, a Maryland general partnership THE TC-YORK COMPANY, a Maryland general partnership THE TC-ROLLING HILLS COMPANY, a Maryland general partnership THE TC-CHRISTINA MILL COMPANY, a Maryland general partnership By: The TC Property Company, a Maryland general partnership, in its capacity as general partner of, and on behalf of, each of the foregoing thirty-five (35) general partnerships By: The TC Operating Limited Partnership, a Maryland limited partnership, General Partner By: The Town and Country Trust, a Maryland real estate investment trust, General Partner By:____________________________ Alan W. Lasker Senior Vice President and Chief Financial Officer REIT THE TOWN AND COUNTRY TRUST, A MARYLAND REAL ESTATE INVESTMENT TRUST By: ________________________________________ Alan W. Lasker Senior Vice President and Chief Financial Officer 5 Operating Partnership THE TC OPERATING LIMITED PARTNERSHIP, A MARYLAND LIMITED PARTNERSHIP, GENERAL PARTNER By: The Town and Country Trust, a Maryland real estate investment trust By:________________________________ Alan W. Lasker Senior Vice President and Chief Financial Officer REIT Sub THE TOWN AND COUNTRY HOLDING CORPORATION, A DELAWARE CORPORATION By: ________________________________________ Alan W. Lasker Senior Vice President and Chief Financial Officer Property Company THE TC PROPERTY COMPANY, A MARYLAND GENERAL PARTNERSHIP By: The TC Operating Limited Partnership, a Maryland limited partnership, General Partner By: The Town and Country Trust, a Maryland real estate investment trust, General Partner By:_________________________________ Alan W. Lasker Senior Vice President and Chief Financial Officer TC-Oriole THE TOWN AND COUNTRY ORIOLE CORPORATION, A DELAWARE CORPORATION By: ___________________________________ Alan W. Lasker Senior Vice President and Chief Financial Officer 6 Lender PRUDENTIAL MULTIFAMILY MORTGAGE, INC., A DELAWARE CORPORATION, SUCCESSOR TO WASHINGTON MORTGAGE FINANCIAL GROUP, LTD. By: ________________________________________ Name: Sharon D. Singleton Title: Vice President 7