Exhibit 10.1
AMENDED AND RESTATED CREDIT AGREEMENT
by and among
EXCELSIOR LASALLE PROPERTY FUND, INC.
and
THE LENDERS PARTY HERETO
and
PNC BANK, NATIONAL ASSOCIATION, As Agent
Dated as of February 21, 2007
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(A)
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PRICING GRID SCHEDULE 1.1(B)
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COMMITMENTS OF
LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P)
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PERMITTED LIENS
SCHEDULE 2.11.1
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EXISTING LETTERS OF CREDIT SCHEDULE 5.1.1
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SUBSIDIARIES AND ASSETS SCHEDULE 5.1.2
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OPTIONS, WARRANTS OR OTHER RIGHTS
TO PURCHASE STOCK SCHEDULE 5.1.13
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CONSENTS AND APPROVALS SCHEDULE 5.1.21
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ENVIRONMENTAL DISCLOSURES EXHIBITS
EXHIBIT 1.1(A)
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FORM OF
ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(L)
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FORM OF LENDER
JOINDER EXHIBIT 1.1(M)
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FORM OF MANAGEMENT AND ADVISORY FEE SUBORDINATION
AGREEMENT EXHIBIT 1.1(N)
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FORM OF NOTE EXHIBIT 2.4
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FORM OF LOAN
REQUEST EXHIBIT 6.1.4
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OPINION OF COUNSEL MATTER LIST EXHIBIT 7.3.4
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FORM OF COMPLIANCE CERTIFICATE
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of February 21, 2007 and
is made by and among EXCELSIOR LASALLE PROPERTY FUND, INC., a Maryland
corporation (the "Borrower"), the LENDERS (as hereinafter defined), and PNC
BANK, NATIONAL ASSOCIATION, in its capacity as agent for the Lenders under this
Agreement (hereinafter referred to in such capacity as the "Agent").
WITNESSETH:
WHEREAS, certain of the Lenders provided a $30,000,000 revolving credit
facility, to the Borrower pursuant to a Credit Agreement dated as of
December 21, 2005, among the Borrower, the Agent and the lenders party thereto;
WHEREAS, the Borrower has requested the Lenders to amend and restate the Prior
Credit Agreement (as defined herein) to provide a revolving credit facility to
the Borrower in an aggregate principal amount not to exceed $60,000,000 (prior
to any accordion increases), and
WHEREAS, the revolving credit shall be used for refinancing the Prior Credit
Agreement, acquisitions of Properties, development and general corporate
purposes; and
WHEREAS, the Lenders are willing to amend and restate the Prior Credit Agreement
and to provide such credit upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants
and agreements hereinafter set forth and intending to be legally bound hereby,
covenant and agree as follows:
1. CERTAIN DEFINITIONS
1.1 Certain Definitions.
In addition to words and terms defined elsewhere in this Agreement, the
following words and terms shall have the following meanings, respectively,
unless the context hereof clearly requires otherwise:
Adjusted Debt Service shall mean, as of any fiscal quarter end, the sum of the
following:
(A) for all fixed rate Indebtedness, the greater of:
(i) principal (excluding Bullet Payments) plus interest paid under such
Indebtedness for the four fiscal quarters then ended (provided that if either
the Property secured by such Indebtedness or such Indebtedness was not
outstanding for the entire four-quarter period, such principal and interest
shall be annualized),
OR
(ii) the principal and interest that would be paid on such Indebtedness for one
year if such Indebtedness were amortized based on