Litigation
SCHEDULE 6.1(k)
Financial Statements
SCHEDULE 6.1(p)
Environmental Matters
SCHEDULE 6.1(y)
List of Unencumbered Assets
SCHEDULE 6.1(ee)
Eminent Domain Proceedings
EXHIBIT A
Form of Assignment and Acceptance Agreement
EXHIBIT B
Form of Contribution Agreement
EXHIBIT C
Form of Guaranty
EXHIBIT D
Form of Joinder Agreement
EXHIBIT E
Form of Notice of Borrowing
EXHIBIT F
Notice of Continuation
EXHIBIT G
Notice of Conversion
EXHIBIT H
[Reserved]
EXHIBIT I
Form of Term Note
EXHIBIT J
Form of Revolving Note
EXHIBIT K
Form of Compliance Certificate
EXHIBIT L
Forms of U.S. Tax Compliance Certificates
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THIS AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this
"Agreement") dated as of December 7, 2018 by and among COLUMBIA PROPERTY TRUST
OPERATING PARTNERSHIP, L.P., a Delaware limited partnership ("Borrower"), each
of the financial institutions initially a signatory hereto together with their
assignees pursuant to Section 12.5(d) (collectively, the "Lenders" and
individually a "Lender") and JPMORGAN CHASE BANK, N.A., as Administrative Agent
(the "Agent").
WHEREAS, the Borrower is primarily engaged in the business of purchasing,
developing, owning, operating, leasing and managing office, industrial and
retail properties;
WHEREAS, the Borrower, the Agent, certain of the Lenders and certain other
lending institutions are parties to an Amended and Restated Revolving Credit and
Term Loan Agreement dated as of July 30, 2015 (as amended or otherwise modified
as of the date hereof, the "Existing Credit Agreement"), pursuant to which such
lenders provide a revolving credit facility and made a term loan to the
Borrower; and
WHEREAS, the Borrower, the Agent and the Lenders wish to amend and restate the
Existing Credit Agreement in its entirety as set forth herein;
NOW, THEREFORE, in consideration of the recitals herein and mutual covenants and
agreements contained herein, the parties hereto hereby amend and restate the
Existing Credit Agreement in its entirety and covenant and agree as follows:
ARTICLE I. DEFINITIONS
Section 1.1Definitions.
In addition to terms defined elsewhere herein, the following terms shall have
the following meanings for the purposes of this Agreement:
"Additional Costs" has the meaning given to that term in Section 4.1.
"Additional Credit Extension Amendment" means an amendment to this Agreement
providing for any New Revolving Commitments and/or New Term Loans which shall be
consistent with the applicable provisions of this Agreement relating to New
Revolving Commitments and/or New Term Loans and otherwise reasonably
satisfactory to the Agent and the Borrower.
"Adjusted EBITDA" means as of any date of determination the sum of (a) EBITDA of
the Borrower for the immediately preceding calendar quarter less (b) the Capital
Reserve for such period.
"Affiliate" means, as to any Person, any other Person directly or indirectly
controlling, controlled by, or under common control with such Person. For
purposes of this definition, "control" (including with correlative meanings, the
terms "controlling", "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 a Person, whether through the
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ownership of voting securities or