EXHIBIT B
Form of Request for Loan
EXHIBIT C
Form of Promissory Note
EXHIBIT C-1
Form of Swing Loan Note
EXHIBIT D
Form of Opinion of Counsel
EXHIBIT E
Form of Request for Extension
EXHIBIT F
Form of Competitive Bid Loan Note
EXHIBIT G
Form of Competitive Bid Request
EXHIBIT H
Form of Invitation for Competitive Bid Quotes
EXHIBIT I
Form of Competitive Bid Quote
CERTAIN EXHIBITS HAVE BEEN OMITTED, AND THE REGISTRANT AGREES TO FURNISH
SUPPLEMENTALLY A COPY OF SUCH OMITTED EXHIBITS TO THE SECURITIES AND EXCHANGE
COMMISSION UPON ITS REQUEST.
-iii-
THIRD AMENDED AND RESTATED
CREDIT AGREEMENT
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (as amended, modified, extended
or restated from time to time, the "Agreement") is made and entered into as of
December 18, 2012, to be effective as of January 2, 2013 (the "Effective Date"),
by and among EASTGROUP PROPERTIES, L.P., a Delaware limited partnership and
EASTGROUP PROPERTIES, INC., a Maryland corporation, jointly and severally
(collectively, the "Borrower"), the financial institutions (including PNC, the
"Lenders") which are now or may hereafter become signatories hereto, PNC BANK,
NATIONAL ASSOCIATION, a national banking association ("PNC"), as Administrative
Agent for the Lenders (in such capacity, "Agent"), REGIONS BANK and SUNTRUST
BANK, as Co-Syndication Agents, and U.S. BANK NATIONAL ASSOCIATION and WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.
WITNESSETH THAT:
WHEREAS, Borrower, certain of the Lenders, and Agent are parties to a certain
Second Amended and Restated Credit Agreement dated as of January 4, 2008 (as
amended by that certain First Amendment to Second Amended and Restated Credit
Agreement dated February 2, 2011, the "Existing Credit Agreement"), which
Existing Credit Agreement amended and restated a First Amended and Restated
Credit Agreement among Borrower, Agent and certain of the Lenders dated December
6, 2004; and
WHEREAS, Borrower, Lenders and Agent wish to amend and restate the Existing
Credit Agreement as set forth herein by, among other things, (i) adding certain
Lenders, (ii) reallocating the Commitments, (iii) extending the Maturity Date,
and (iv) modifying certain covenants and other provisions of the Existing Credit
Agreement.
NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants
and agreements hereinafter set forth and intending to be legally bound hereby,
agree to amend and restate the Existing Credit Agreement in its entirety as
follows:
1.Definitions.
Unless a particular word or phrase is otherwise defined or the context otherwise
requires, capitalized words and phrases used in Credit Documents have the
meanings provided below.
Adjusted Base Rate shall mean the Base Rate plus the Applicable Margin.
Adjusted LIBOR shall mean LIBOR plus the Applicable Margin.
Affiliate shall mean any Person controlling, controlled by or under common
control with any other Person. For purposes of this definition, "control"
(including "controlled by" and "under common control with") means the
possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of such Person, whether
through the ownership of voting securities or otherwise.
Agent shall mean PNC Bank, National Association,