Agreements
SCHEDULE 7.1(h)(xii)
Off-Site Parking Agreements
SCHEDULE 7.1(h)(xiii)
Management Agreements
SCHEDULE 7.1(i)
Litigation
SCHEDULE 7.1(n)
ERISA Matters
SCHEDULE 7.1(p)
Environmental Matters
SCHEDULE 7.1(s)
Affiliate Transactions
SCHEDULE 9.8
Post-Closing Deliveries
EXHIBIT A
Form of Assignment and Assumption Agreement
EXHIBIT B
Form of Disbursement Instruction Agreement
EXHIBIT C
Form of Amended and Restated Guaranty
EXHIBIT D
Form of Notice of Borrowing
EXHIBIT E
Form of Notice of Continuation
EXHIBIT F
Form of Notice of Conversion
EXHIBIT G
Form of Notice of Swingline Borrowing
EXHIBIT H
Form of Revolving Note
EXHIBIT I
Form of Swingline Note
EXHIBIT J-1
Form of Tranche A Term Note
EXHIBIT J-2
Form of Tranche B Term Note
EXHIBITS K
Forms of U.S. Tax Compliance Certificates
EXHIBIT L
Form of Opinion of Counsel
EXHIBIT M
Form of Compliance Certificate
EXHIBIT N
Form of Maximum Loan Availability Certificate
iv
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated as of
June 30, 2015 by and among TIER OPERATING PARTNERSHIP LP, a limited partnership
formed under the laws of the State of Texas (the "Borrower"), TIER REIT, Inc., a
corporation formed under the laws of the State of Maryland (the "Parent"), each
of the financial institutions initially a signatory hereto together with their
successors and assignees under Section 13.5 (the "Lenders"), and WELLS FARGO
BANK, NATIONAL ASSOCIATION, as Administrative Agent (the "Administrative
Agent"), with WELLS FARGO SECURITIES, LLC and J.P. MORGAN SECURITIES LLC, as
Joint Lead Arrangers and Joint Bookrunners (in such capacities, the
"Arrangers"), JPMORGAN CHASE BANK, N.A., as Syndication Agent (the "Syndication
Agent") and U.S. BANK NATIONAL ASSOCIATION and FIFTH THIRD BANK, as
Co-Documentation Agents (the "Co-Documentation Agents").
WHEREAS, the Borrower, the Parent, the lenders party thereto and Wells Fargo
Bank, National Association, as administrative agent are currently party to the
Credit Agreement (the "Existing Credit Agreement"), dated as of December 18,
2014 (the "Original Closing Date").
WHEREAS, the Borrower, the Parent, the Lenders and the Administrative Agent have
agreed to enter into this Agreement in order to (i) amend and restate the
Existing Credit Agreement in its entirety; (ii) re-evidence the "Obligations"
under, and as defined in, the Existing Credit Agreement, which shall be
repayable in accordance with the terms of this Agreement; and (iii) set forth
the terms and conditions under which the Lenders will, from time to time, make
loans to or for the benefit of the Borrower.
WHEREAS, the parties hereto intend that this Agreement not constitute a novation
of the obligations and liabilities of the parties under the Existing Credit
Agreement or be deemed to evidence or constitute full repayment of such
obligations and liabilities, but that this Agreement amend and restate in its
entirety the Existing Credit Agreement and re-evidence the obligations and
liabilities of the Borrower outstanding thereunder, which shall be payable in
accordance with the terms hereof.
WHEREAS, each of the Borrower and the Parent confirms that all obligations under
the applicable "Loan Documents" (as referred to and defined in the Existing
Credit Agreement) shall continue in full force and