Amendment Agreement dated November 7, 2007 to the Amended and Restated Credit Agreement

EX-10.34 2 ex10_34.htm EXHIBIT 10.34 ex10_34.htm

EXHIBIT 10.34

AMENDMENT AGREEMENT

THIS AMENDMENT AGREEMENT, hereinafter referred to as this "Amendment", dated as of November 7, 2007, is made and entered into by and among WEINGARTEN REALTY INVESTORS, a Texas real estate investment trust (the "Borrower"), the guarantors (the “Guarantors”) signatories hereto, the financial institutions (the “Lenders”) which are now or may hereafter become signatories hereto, and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as administrative agent for the Lenders (in such capacity, "Agent").

W I T N E S S E T H:

WHEREAS, the Borrower, the Agent, and the Lenders have entered into an Amended and Restated Credit Agreement dated as of February 22, 2006 (the "Credit Agreement"); and

WHEREAS, the Borrower has requested that the Credit Agreement and the other Loan Documents be amended in certain respects, and the Agent and the Lenders have approved such request;

NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and warranties herein set forth, and for other good and valuable consideration, the Borrower, the Guarantors, the Agent, and the Lenders do hereby agree as follows:

Section 1. Capitalized terms used herein that are defined in the Credit Agreement shall have the same meanings when used herein unless otherwise defined herein.

Section 2. The Borrower has requested that the aggregate Commitments be increased to $575,000,000.00 pursuant to Section 2.08(d) of the Credit Agreement. This Amendment will provide for the increase of the Commitments. The aggregate Commitments are $575,000,000.00.

Section 3. Schedules 2.01, 3.05(f) and 3.15 of the Credit Agreement are hereby amended to be in the respective forms of ExhibitsA, B and C attached hereto and hereby made a part hereof.

Section 4. Clause (a)(ii) of the definition of Value in the Credit Agreement is amended in its entirety to read as follows: “(ii) seven and three-fourths percent (7.75%).”

Section 5. Section 2.09(a) of the Credit Agreement is hereby amended to delete the reference therein to “$200,000,000.00” and amend it to be “$287,500,000.00.”

Section 6. Section 5.02(b) of the Credit Agreement is hereby amended in its entirety to read as follows: “(b) a Fixed Charge Coverage Ratio of not less than 1.50:1.00 at all times.”

Section 7. All references in the Loan Documents (including the Guaranty) to the “Notes” shall be deemed to include (a) the revolving promissory notes executed by the Borrower payable to the order of the various Lenders in the aggregate face amount of $575,000,000.00, and (b) the competitive promissory notes of even date herewith executed by the Borrower payable to the order of each Lender in the face amount of $287,500,000.00 each.

Section 8. The Guaranty dated as of February 22, 2006 executed by the Guarantors for the benefit of the Agent and the Lenders, and every other Guaranty executed by any of the Guarantors pursuant to the Credit Agreement, are hereby amended to provide that each Guaranty shall constitute a guaranty of payment of the promissory notes described in Section 7 just as if the said promissory notes were originally described in each Guaranty.

Section 9. Borrower represents and warrants that the representations and warranties contained in Article III of the Credit Agreement are true and correct in all material respects on and as of the date hereof as though made on and as of such date. Borrower hereby certifies that no event has occurred and is continuing which constitutes an Event of Default under the Credit Agreement or which upon the giving of notice or the lapse of time or both would constitute such an Event of Default.

Section 10. Except as expressly amended hereby, the Credit Agreement and the other Loan Documents shall remain in full force and effect. The Credit Agreement, as hereby amended, and all rights and powers created thereby or thereunder and under the other Loan Documents are in all respects ratified and confirmed and remain in full force and effect.

Section 11. The term "Credit Agreement" as used in the Credit Agreement, the other Loan Documents or any other instrument, document or writing furnished to the Agent or the Lenders by the Borrower shall mean the Credit Agreement as hereby amended.

Section 12. This Amendment (a) shall be binding upon the Borrower, the Guarantors, the Agent and the Lenders and their respective successors and assigns (provided, however, no party may assign its rights hereunder except in accordance with the Credit Agreement); (b) may be modified or amended only in accordance with the Credit Agreement; (c) shall be governed by and construed in accordance with the laws of the State of Texas and the United States of America; (d) may be executed in several counterparts, and by the parties hereto on separate counterparts, and each counterpart, when so executed and delivered, shall constitute an original agreement, and all such separate counterparts shall constitute but one and the same agreement; and (e) embodies the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, consents and understandings relating to such subject matter.

Section 13. THIS AGREEMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED BY ANY OF THE PARTIES BEFORE OR SUBSTANTIALLY CONTEMPORANEOUSLY WITH THE EXECUTION HEREOF TOGETHER CONSTITUTE A WRITTEN LOAN AGREEMENT WHICH REPRESENTS THE

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FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by their respective duly authorized officers, effective as of the date first set forth herein.

WEINGARTEN REALTY INVESTORS,

a Texas real estate investment trust

By:	/s/ Stephen C. Richter
Name:	Stephen C. Richter
Title:	Executive VP/CFO

GUARANTORS:

WEINGARTEN NOSTAT, INC.

By:	/s/ Stephen C. Richter
Name:	Stephen C. Richter
Title:	Executive VP/CFO

WEINGARTEN REALTY MANAGEMENT

COMPANY

By:	/s/ Stephen C. Richter
Name:	Stephen C. Richter
Title:	Executive VP/CFO

WRI/POST OAK, INC.

By:	/s/ Stephen C. Richter
Name:	Stephen C. Richter
Title:	Executive VP/CFO

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WRI/7080 EXPRESS LANE, INC.

By:	/s/ Stephen C. Richter
Name:	Stephen C. Richter
Title:	Executive VP/CFO

WEINGARTEN/LUFKIN, INC.

By:	/s/ Stephen C. Richter
Name:	Stephen C. Richter
Title:	Executive VP/CFO

WRI/PEMBROKE, LTD.,

a Texas limited partnership

By: Weingarten Nostat, Inc.,

a Texas corporation, General Partner

By:	/s/ Stephen C. Richter
Name:	Stephen C. Richter
Title:	Executive VP/CFO

WRI/LOUISIANA HOLDINGS, INC.

By:	/s/ Stephen C. Richter
Name:	Stephen C. Richter
Title:	Executive VP/CFO

WRI/TEXLA, LLC, a Louisiana limited liability company

By: WRI/Louisiana Holdings, Inc., a Delaware

corporation, Sole Member

By:	/s/ Stephen C. Richter
Name:	Stephen C. Richter
Title:	Executive VP/CFO

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PARLIAMENT SQUARE CENTER, INC.

By:	/s/ Stephen C. Richter
Name:	Stephen C. Richter
Title:	Executive VP/CFO

WNI/TENNESSEE HOLDINGS, INC.

By:	/s/ Stephen C. Richter
Name:	Stephen C. Richter
Title:	Executive VP/CFO

WNI/TENNESSEE, L.P., a Delaware limited

partnership

By: WNI/Tennessee Holdings, Inc.,

General Partner

By:	/s/ Stephen C. Richter
Name:	Stephen C. Richter
Title:	Executive VP/CFO

WEINGARTEN/INVESTMENTS, INC.

By:	/s/ Stephen C. Richter
Name:	Stephen C. Richter
Title:	Executive VP/CFO

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