Exhibit 10.25


 


EXECUTION COPY


 


SECOND AMENDMENT TO CREDIT AGREEMENT


 


THIS SECOND
AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of February 10,
2004 by and among HRPT PROPERTIES TRUST (the “Borrower”), each of the Lenders
party hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent (the “Agent”).


 


WHEREAS, the
Borrower, the Lenders and the Agent have entered into that certain Credit
Agreement dated as of April 30, 2001 (as amended and in effect immediately
prior to the date hereof, the “Credit Agreement”); and


 


WHEREAS, the
Borrower, the Lenders party hereto and the Agent desire to amend certain
provisions of the Credit Agreement on the terms and conditions contained
herein.


 


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


 


Section 1.  Specific Amendments to Credit Agreement.  The parties hereto agree that the Credit
Agreement is amended as follows:


 


(a)                                  The
Credit Agreement is amended by adding to Section 1.1. in the appropriate
alphabetical location the following definition:


 


“Capitalization Rate”
means (a) 8.00% with respect to the Properties comprising the “Damon Estate” located on the island of Oahu,
Hawaii, and (b) 8.75% in all other cases.


 


(b)                                 Section
1.1. of the Credit Agreement is hereby amended by restating the definitions of
“Asset Under Development”, “Capital Expenditure Reserves”, “Developable
Property”, “Funds From Operations”, “Permitted Liens”, “Total Asset Value”,
“Unencumbered Asset” and “Unencumbered Asset Value” in their entirety as
follows:


 


“Asset
Under Development” means, as of any date of determination, any
Property on which construction of new income-producing improvements has been
commenced and is continuing.  If such
construction consists of the construction of tenant improvements, as opposed to
expansion of such Property or any “ground up” development, such Property shall
not be considered to be an Asset Under Development.  In addition: (a) to the extent any Property includes a
revenue-generating component (e.g. an existing building leased to a tenant) and
a building under development, such revenue-generating component shall not be
considered to be an Asset Under Development but such building under development
shall be considered to be an Asset Under Development and (b) Property
which is leased under a net lease to a third party shall not be


 

















 


considered to be an Asset Under Development
(so long as rent payments under such lease are not abated by the development on
such Property).


 


“Capital
Expenditure Reserves” means, with respect to a Property and for a
given period, an amount equal to (a) the aggregate rentable square footage
of all completed space of such Property, times (b) $0.50, times
(c) the number of days in such period, divided by (d) 365;
provided, however that no Capital Expenditure Reserves shall be required with
respect to any portion of a Property which is net leased to a third party.


 


“Developable
Property” means (a) any Property on which there are no
improvements (excluding land which is leased under a net lease to a third
party) or (b) any Property (or portion thereof) acquired by the Borrower
or any Subsidiary for the purpose of being developed by the Borrower or any
Subsidiary.


 


“Funds
From Operations” means, for any period, net income available for
common shareholders of the Borrower for such period determined on a
consolidated basis, exclusive of the following (to the extent included in the
determination of such net income): (a) depreciation and amortization; (b) gains
and losses from extraordinary or non-recurring items; (c) gains and losses on
sales of real estate; (d) gains and losses on investments in marketable
securities; (e) provisions/benefits for income taxes for such period; and
(f) Funds From Operations attributable to any Investment held, directly or
indirectly, by the Borrower in HPT and SNH; provided, however,
cash dividends in respect of such Investments in HPT and SNH that have been
actually received by the Borrower or any Subsidiary during such period, shall
not be excluded from Funds From Operations by virtue of this clause (f).


 


“Permitted
Liens” means, as to any Person: (a) Liens securing taxes,
assessments and other charges or levies imposed by any Governmental Authority
(excluding any Lien imposed pursuant to any of the provisions of ERISA) or the
claims of materialmen, mechanics, carriers, warehousemen or landlords for
labor, materials, supplies or rentals incurred in the ordinary course of
business, which are not at the time required to be paid or discharged under
Section 7.6.; (b) Liens consisting of deposits or pledges made, in
the ordinary course of business, in connection with, or to secure payment of,
obligations under workers’ compensation, unemployment insurance or similar
Applicable Laws; (c) Liens consisting of encumbrances in the nature of
zoning restrictions, easements, and rights or restrictions of record on the use
of real property, which do not materially detract from the value of such property
or impair the use thereof in the business of such Person and, in the case of
the Borrower or any Subsidiary, Liens granted by any tenant on its leasehold
estate in a Property which are subordinate to the interest of the Borrower or a
Subsidiary in such Property; and (d) Liens in existence as of the
Agreement Date and set forth in Part II of Schedule 6.1.(f).


 


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“Total
Asset Value” means the sum of the following (without duplication) of
the Borrower and its Subsidiaries for the fiscal quarter most recently ended:
(a)(i)(x) Property EBITDA determined on a consolidated basis for such
fiscal quarter and which is attributable to the Properties of the Borrower and
its Subsidiaries (excluding Property EBITDA attributable to Properties either
acquired or disposed of during such fiscal quarter) minus (y) Capital
Expenditure Reserves for such Properties for such fiscal quarter times
(ii) 4 and divided by (iii) the applicable Capitalization Rate;
(b) the purchase price paid for any Property acquired during such fiscal
quarter (less any amounts paid as a purchase price adjustment, held in escrow,
retained as a contingency reserve, or other similar arrangements); (c) the
value of the Borrower’s equity Investment in each of HPT and SNH, such value
determined at the lower cost or Fair Market Value; (d) all cash, cash
equivalents and accounts receivable that are not (i) owing in excess of 90
days (or one year in the case of any Governmental Authority of the United States
of America (but not political subdivisions thereof)) as of the end of such
fiscal quarter or (ii) being contested in writing by the obligor in
respect thereof (in which case only such portion being contested shall be
excluded from Total Asset Value); (e) prepaid taxes and operating expenses
as of the end of such fiscal quarter; (f) the book value of all
Developable Property; (g) the book value of all other tangible assets
(excluding land or other real property) as of the end of such fiscal quarter;
(h) the book value of all Unencumbered Mortgage Notes; and (i) the
Borrower’s pro rata share of the preceding items (other than those referred to
in clause (c)) of any Unconsolidated Affiliate of the Borrower.


 


“Unencumbered
Asset” means a Property which satisfies all of the following
requirements: (a) such Property is (i) owned in fee simple solely by
the Borrower or a Guarantor or (ii) leased solely by the Borrower or a
Guarantor pursuant to a ground lease having terms and conditions reasonably
acceptable to the Agent; (b) such Property is not an Asset Under
Development and is in service; (c) such Property is used for office or
industrial uses, or any other use incidental thereto, as currently in use at
the Properties; (d) neither such Property, nor any interest of the
Borrower or such Guarantor therein, is subject to any Lien (other than
Permitted Liens of the types described in clauses (a) through (c) of the
definition thereof or Liens in favor of the Borrower or a Guarantor) or to any
Negative Pledge; (e) if such Property is owned by a Subsidiary,
(i) none of the Borrower’s direct or indirect ownership interest in such
Subsidiary is subject to any Lien (other than Permitted Liens of the types
described in clauses (a) through (c) of the definition thereof or Liens in
favor of the Borrower or a Guarantor) or to any Negative Pledge and
(ii) the Borrower directly, or indirectly through a Subsidiary, has the
right to sell, transfer or otherwise dispose of such Property without the need
to obtain the consent of any Person; and (f) such Property is free of all
structural defects or major architectural deficiencies, title defects,
environmental conditions or other adverse matters which, individually or
collectively, materially impair the value of such Property.


 


3

















 


“Unencumbered
Asset Value” means, at any given time, the sum of: (a)(i) Net
Operating Income from all Unencumbered Assets for the fiscal quarter most
recently ending times (ii) 4 divided by (iii) the
applicable Capitalization Rate; and (b) the book value of all Unencumbered
Mortgage Notes of the Borrower and its Subsidiaries.  To the extent that the book value of Unencumbered Mortgage Notes
would account for more than 10.0% of Unencumbered Asset Value, such excess
shall be excluded.  To the extent that
Properties leased by the Borrower or a Guarantor pursuant to a ground lease
would, in the aggregate, account for more than 5.0% of Unencumbered Asset
Value, such excess shall be excluded. 
Pro forma Net Operating Income from any Unencumbered Asset acquired
during such fiscal quarter shall be entitled to include such Property for the
entire quarter in the foregoing calculation. 
If an Unencumbered Asset is not owned as of the last day of a quarter
then the Net Operating Income from such asset shall be excluded from the
foregoing calculation.


 


(c)                                  The
Credit Agreement is amended by deleting Section 6.1.(u) in its entirety
and substituting in its place the following:


 


(u)                                 Business.  As of the Agreement Date, the Borrower and
its Subsidiaries are engaged substantially in the business of owning, operating
and developing office and industrial assets, together with other business
activities incidental thereto, as currently in use at the Properties.


 


(d)                                 The
Credit Agreement is amended by deleting Section 9.1.(h) in its entirety
and substituting in its place the following:


 


(h)                                 Floating
Rate Debt.  The aggregate principal amount of all outstanding
Floating Rate Debt to exceed at any time an amount equal to the greater of
(i) 25.0% of Total Asset Value and (ii) the sum of (x) the
aggregate amount of the Commitments plus (y) the aggregate principal
balance of loans outstanding under that certain Credit Agreement entered into
in February, 2004 by the Borrower, the financial institutions from time to time
party thereto as “Lenders” and Wachovia Bank, National Association, as Agent.


 


(e)                                  The
Credit Agreement is amended by deleting Section 9.6.(a) in its entirety
and substituting in its place the following:


 


(a)                                  the
Borrower may (x) declare and make cash distributions to its common
shareholders during any fiscal year in an aggregate amount not to exceed the
greater of (i) 90.0% of Funds From Operations of the Borrower for such
fiscal year or (ii) the amount for the Borrower to remain in compliance
with Section 7.13. and (y) declare and make Preferred Dividends;


 


(f)                                    The
Credit Agreement is amended by deleting the second sentence of
Section 9.9. in its entirety and substituting in its place the following:


 


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The Borrower
shall not enter into any material amendment, modification or waiver of or with
respect to any of the terms of the Advisory Agreement or the Management
Agreement, except for extensions thereof.


 


Section 2.  Conditions Precedent.  The effectiveness of this Amendment is
subject to receipt by the Agent of each of the following, each in form and
substance satisfactory to the Agent:


 


(a)                                  A
counterpart of this Amendment duly executed by the Borrower and the each of the
Lenders; and


 


(b)                                 Such
other documents, instruments and agreements as the Agent may reasonably
request.


 


Section 3.  Representations.  The Borrower represents and warrants to the
Agent and the Lenders that:


 


(a)                                  Authorization.  The Borrower has the right and power, and
has taken all necessary action to authorize it, to execute and deliver this
Amendment and to perform its obligations hereunder and under the Credit
Agreement, as amended by this Amendment, in accordance with their respective
terms.  This Amendment has been duly
executed and delivered by a duly authorized officer of the Borrower and each of
this Amendment and the Credit Agreement, as amended by this Amendment, is a
legal, valid and binding obligation of the Borrower enforceable against the
Borrower in accordance with its respective terms except as (i) the
enforceability thereof may be limited by bankruptcy, insolvency or similar laws
affecting creditors rights generally and (ii) the availability of equitable
remedies may be limited by equitable principles of general applicability.


 


(b)                                 Compliance
with Laws, etc.  The execution and
delivery by the Borrower of this Amendment and the performance by the Borrower
of this Amendment and the Credit Agreement, as amended by this Amendment, in
accordance with their respective terms, do not and will not, by the passage of
time, the giving of notice or otherwise: 
(i) require any Governmental Approval or violate any Applicable Law
(including all Environmental Laws) relating to the Borrower or any other Loan
Party; (ii) conflict with, result in a breach of or constitute a default
under the organizational documents of the Borrower or any other Loan Party, or
any indenture, agreement or other instrument to which the Borrower or any other
Loan Party is a party or by which it or any of its respective properties may be
bound; or (iii) result in or require the creation or imposition of any
Lien upon or with respect to any property now owned or hereafter acquired by
the Borrower or any other Loan Party.


 


(c)                                  No
Default.  No Default or Event of
Default has occurred and is continuing as of the date hereof or will exist
immediately after giving effect to this Amendment.


 


Section 4.  Reaffirmation of Representations by
Borrower.  The Borrower hereby
repeats and reaffirms all representations and warranties made by the Borrower
to the Agent and the


 


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Lenders in the Credit Agreement and the other Loan Documents to which
it is a party on and as of the date hereof with the same force and effect as if
such representations and warranties were set forth in this Amendment in full.


 


Section 5.  Certain References.  Each reference to the Credit Agreement in
any of the Loan Documents shall be deemed to be a reference to the Credit
Agreement as amended by this Amendment.


 


Section 6.  Expenses and Fees.  The Borrower shall reimburse the Agent upon
demand for all costs and expenses (including reasonable attorneys’ fees and
expenses) incurred by the Agent in connection with the preparation, negotiation
and execution of this Amendment and the other agreements and documents executed
and delivered in connection herewith. In addition, the Borrower agrees to pay
each Lender executing this Amendment a work fee in the amount of $5,000.


 


Section 7.  Benefits.  This Amendment shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns.


 


Section 8.  GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.


 


Section 9.  Effect.  Except as expressly herein amended, the terms and conditions of
the Credit Agreement and the other Loan Documents remain in full force and
effect.  The amendments contained herein
shall be deemed to have prospective application only, unless otherwise
specifically stated herein.


 


Section 10.  Counterparts.  This Amendment may be executed in any number
of counterparts, each of which shall be deemed to be an original and shall be
binding upon all parties, their successors and assigns.


 


Section 11.  Definitions.  All capitalized terms not otherwise defined
herein are used herein with the respective definitions given them in the Credit
Agreement.


 


[Signatures on Next Page]


 


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IN WITNESS
WHEREOF, the parties hereto have caused this Second Amendment to Credit
Agreement to be executed as of the date first above written.


 


 


	
   

  	
  HRPT
  PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John C.
  Popeo

  	
   

  
	
   

  	
   

  	
  Name: John C. Popeo

  
	
   

  	
   

  	
  Title: Treasurer

  
					



 


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[Signature Page to
Second Amendment to Credit Agreement dated as of

February 10, 2004 with HRPT Properties Trust]


 


	
   

  	
  WACHOVIA
  BANK, NATIONAL ASSOCIATION, as

  
	
   

  	
  Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David M.
  Blackman

  	
   

  
	
   

  	
   

  	
  Name: David
  M. Blackman

  
	
   

  	
   

  	
  Title:
  Director

  
	
   

  	
   

  
	
   

  	
  FLEET
  NATIONAL BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffry
  M. Morrison

  	
   

  
	
   

  	
   

  	
  Name: Jeffry
  M. Morrison

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO
  BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Frederick G. Bright

  	
   

  
	
   

  	
   

  	
  Name:
  Frederick G. Bright

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
  COMMERZBANK
  AG, NEW YORK AND GRAND CAYMAN BRANCHES

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ralph C.
  Marra, Jr.

  	
   

  
	
   

  	
   

  	
  Name: Ralph
  C. Marra, Jr.

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James
  Brett

  	
   

  
	
   

  	
   

  	
  Name: James
  Brett

  
	
   

  	
   

  	
  Title:
  Assistant Treasurer

  
	
   

  	
   

  
	
   

  	
  THE BANK OF
  NEW YORK

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anthony
  A. Filorima

  	
   

  
	
   

  	
   

  	
  Name:
  Anthony A. Filorima

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
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[Signature Page to
Second Amendment to Credit Agreement dated as of

February 10, 2004 with HRPT Properties Trust]


 


 


	
   

  	
  AMSOUTH BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David D.
  Ellis

  	
   

  
	
   

  	
   

  	
  Name: David
  D. Ellis

  
	
   

  	
   

  	
  Title:
  Assistant Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CITIZENS
  BANK OF MASSACHUSETTS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel
  R. Ouellette

  	
   

  
	
   

  	
   

  	
  Name: Daniel
  R. Ouellette

  
	
   

  	
   

  	
  Title:
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUNTRUST
  BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Blake K.
  Thompson

  	
   

  
	
   

  	
   

  	
  Name: Blake
  K. Thompson

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE GOVERNOR
  AND COMPANY OF THE BANK OF IRELAND

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gwen
  Evans

  	
   

  
	
   

  	
   

  	
  Name: Gwen
  Evans

  
	
   

  	
   

  	
  Title:
  Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Iain
  Donovan

  	
   

  
	
   

  	
   

  	
  Name: Iain
  Donovan

  
	
   

  	
   

  	
  Title:
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
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[Signature Page to
Second Amendment to Credit Agreement dated as of

February 10, 2004 with HRPT Properties Trust]


 


 


	
   

  	
  PNC BANK,
  NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James A.
  Colella

  	
   

  
	
   

  	
   

  	
  Name: James
  A. Colella

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CHEVY CHASE
  BANK, F.S.B.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ronald
  W. Huffman

  	
   

  
	
   

  	
   

  	
  Name: Ronald
  W. Huffman

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EASTERN BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard
  C. Muraida

  	
   

  
	
   

  	
   

  	
  Name:
  Richard C. Muraida

  
	
   

  	
   

  	
  Title:
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NATIONAL
  BANK OF EGYPT, NEW YORK BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Hassan
  Eissa

  	
   

  
	
   

  	
   

  	
  Name: Hassan
  Eissa

  
	
   

  	
   

  	
  Title:
  General Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carmelo
  L. Foti

  	
   

  
	
   

  	
   

  	
  Name:
  Carmelo L. Foti

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
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[Signature Page to
Second Amendment to Credit Agreement dated as of

February 10, 2004 with HRPT Properties Trust]


 


 


	
   

  	
  RZB FINANCE
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John A.
  Valiska

  	
   

  
	
   

  	
   

  	
  Name: John
  A. Valiska

  
	
   

  	
   

  	
  Title: Group
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Christoph Hoedl

  	
   

  
	
   

  	
   

  	
  Name:
  Christoph Hoedl

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK LEUMI
  USA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles
  C. D’Amico

  	
   

  
	
   

  	
   

  	
  Name Charles
  C. D’Amico

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK ONE,
  N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia
  Leung

  	
   

  
	
   

  	
   

  	
  Name:
  Patricia Leung

  
	
   

  	
   

  	
  Title:
  Director, Capital Markets

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMERICA
  BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jessica
  L. Kempf

  	
   

  
	
   

  	
   

  	
  Name:
  Jessica L. Kempf

  
	
   

  	
   

  	
  Title:
  Assistant Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
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[Signature Page to
Second Amendment to Credit Agreement dated as of

February 10, 2004 with HRPT Properties Trust]


 


 


	
   

  	
  BANK OF
  MONTREAL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eduardo
  Mendoza

  	
   

  
	
   

  	
   

  	
  Name:
  Eduardo Mendoza

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SOVEREIGN
  BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ T.
  Gregory Donohue

  	
   

  
	
   

  	
   

  	
  Name: T.
  Gregory Donohue

  
	
   

  	
   

  	
  Title:
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ALLIED IRISH
  BANKS PLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ronald
  K. Rapp

  	
   

  
	
   

  	
   

  	
  Name: Ronald
  K. Rapp

  
	
   

  	
   

  	
  Title:
  Senior Vice President

  
								



 


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