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 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
Form of Term Note
EXHIBITS K
Forms of U.S. Tax Compliance Certificates
EXHIBIT L
Form of Opinion of Counsel
- iv -
EXHIBIT M
Form of Compliance Certificate
EXHIBIT N
Form of Maximum Loan Availability Certificate
- v -
THIS CREDIT AGREEMENT (this "Agreement") dated as of December 18, 2014 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, as Documentation Agent (the "Documentation Agent").
WHEREAS, the Administrative Agent, the Issuing Banks, the Swingline Lender and
the Lenders desire to make available to the Borrower a credit facility in the
amount of $475,000,000, which will include a $250,000,000 term loan facility and
a $225,000,000 revolving credit facility with a $25,000,000 swingline
subfacility and a $25,000,000 letter of credit subfacility on the terms and
conditions contained herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by the parties hereto, the parties hereto agree
as follows:
ARTICLE I. DEFINITIONS
Section 1.1. Definitions.
In addition to terms defined elsewhere herein, the following terms shall have
the following meanings for the purposes of this Agreement:
"Accession Agreement" means an Accession Agreement substantially in the form of
Annex I to the Guaranty.
"Additional Costs" has the meaning given that term in Section 5.1(b).
"Adjusted EBITDA" means, for any given period, (a) the EBITDA of the Parent and
its Subsidiaries determined on a consolidated basis for such period minus
(b) Reserves for Replacements.
"Administrative Agent" means Wells Fargo Bank, National Association as
contractual representative of the Lenders under this Agreement, or any successor
Administrative Agent appointed pursuant to Section 12.8.
"Administrative Questionnaire" means the Administrative Questionnaire completed
by each Lender and delivered to the Administrative Agent in a form supplied by
the Administrative Agent to the Lenders from time to time.
"Affected Lender" has the meaning given that term in Section 5.6.
"Affiliate" means, with respect to a specified Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or