BANK, NATIONAL ASSOCIATION
By:
/s/ Matthew Ricketts
Name:
Matthew Ricketts
Title:
Director
AAREAL CAPITAL CORPORATION
By:
/s/ Joseph P. Kelly
/s/ Terrence P. Sweeney
Name:
Joseph P. Kelly
Terrence P. Sweeney
Title:
Executive Director
General Counsel
WESTDEUTSCHE IMMOBILIENBANK AG
By:
/s/ Nanja Junge
Name:
Nanja Junge
Title:
Senior Manager
By:
/s/ Sascha Matheis
Name:
Sascha Matheis
Title:
Executive Director
RBS CITIZENS, N.A. d/b/a CHARTER ONE
By:
/s/ Ebin L. Mahon
Name:
Ebin L. Mahon
Title:
Assistant Vice President
[Signatures continued on next page]
Signature Pages to First Amendment to Credit Agreement and Other Loan Documents
FIFTH THIRD BANK, a Michigan banking corporation
By:
/s/ Tammy Leachman
Name:
Tammy Leachman
Title:
VP
NATIONAL CITY BANK
By:
/s/ Sean Apicella
Name:
Sean Apicella
Title:
Assistant Vice President
ALLIED IRISH BANKS, P.L.C.
By:
/s/ Douglas S. Marron
Name:
Douglas S. Marron
Title:
Senior Vice President
By:
/s/ Brian Deegan
Name:
Brian Deegan
Title:
Vice President
PNC BANK, NATIONAL ASSOCIATION
By:
/s/ James A. Harmann
Name:
James A. Harmann
Title:
Vice President
CITIBANK, N.A.
By:
/s/ Ashanti Mitchell
Name:
Ashanti Mitchell
Title:
Vice President
[Signatures continued on next page]
Signature Pages to First Amendment to Credit Agreement and Other Loan Documents
BANK OF AMERICA, N.A.
By:
/s/ Brett Bell, SVP
Name:
Brett Bell
Title:
Senior Vice President
TEXAS CAPITAL BANK, NATIONAL ASSOCIATION
By:
/s/ Jeffrey A. Moten
Name:
Jeffrey A. Moten
Title:
Executive Vice President
Signature Pages to First Amendment to Credit Agreement and Other Loan Documents
EXHIBIT "A"
MODIFIED CREDIT AGREEMENT
21
[CONFORMED DRAFT]
CREDIT AGREEMENT
DATED AS OF DECEMBER 11, 2007
by and among
BEHRINGER HARVARD OPERATING PARTNERSHIP I LP,
AS BORROWER,
KEYBANK NATIONAL ASSOCIATION,
THE OTHER LENDERS WHICH ARE PARTIES TO THIS AGREEMENT
AND
OTHER LENDERS THAT MAY BECOME
PARTIES TO THIS AGREEMENT,
KEYBANK NATIONAL ASSOCIATION,
AS AGENT,
KEYBANC CAPITAL MARKETS,
AS SOLE BOOK MANAGER,
KEYBANK CAPITAL MARKETS
AND
WACHOVIA BANK, NATIONAL ASSOCIATION,
AS CO-LEAD ARRANGERS,
AND
AAREAL BANK AG CAPITAL CORPORATION
AND
WESTDEUTSCHE IMMOBILIENBANK AG,
AS CO-DOCUMENTATION AGENTS
EXHIBITS AND SCHEDULES
Exhibit A
FORM OF REVOLVING CREDIT NOTE
Exhibit B
FORM OF SWING LOAN NOTE
Exhibit C
FORM OF TERM LOAN NOTE ASSIGNMENT AND ACCEPTANCE
AGREEMENT
Exhibit D
FORM OF JOINDER AGREEMENT
Exhibit E
FORM OF MORTGAGE
Exhibit F
FORM OF DEED OF TRUST
Exhibit G
FORM OF REQUEST FOR REVOLVING CREDIT LOAN
Exhibit FH
FORM OF LETTER OF CREDIT REQUEST
Exhibit GI
FORM OF BORROWING BASE CERTIFICATE
Exhibit J
FORM OF COMPLIANCE CERTIFICATE
Exhibit HK
FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
Exhibit IL
FORM OF LETTER OF CREDIT APPLICATION
Exhibit M
FORM OF ASSIGNMENT AND SUBORDINATION OF MANAGEMENT
AGREEMENT
Schedule 1.1
LENDERS AND COMMITMENTS
Schedule 1.2
SUBSIDIARY GUARANTORS
Schedule 2.9
OUTSTANDING LETTERS OF CREDIT
Schedule 4.3
ACCOUNTS
Schedule 5.3
ELIGIBLE REAL ESTATE QUALIFICATION
DOCUMENTS
Schedule 6.3
LIST OF ALL ENCUMBRANCES ON ASSETS
Schedule 6.5
NO MATERIAL CHANGES
Schedule 6.6
TRADEMARKS, TRADENAMES
Schedule 6.7
PENDING LITIGATION
Schedule 6.10
UNPAID TAXES
Schedule 6.146.15 CERTAIN TRANSACTIONS
Schedule 6.20(c)
RELEASES
Schedule 6.20(d)
HAZARDOUS SUBSTANCES
Schedule 6.21(a)
SUBSIDIARIES