Properties
SCHEDULE 1.1(c)
Permitted Liens
SCHEDULE 7.1(b)
Ownership Structure
SCHEDULE 7.1(f)
Properties
SCHEDULE 7.1(g)
Indebtedness and Guaranties
SCHEDULE 7.1(i)
Litigation
SCHEDULE 7.1(l)
No Material Adverse Change
SCHEDULE 7.1(n)
ERISA Matters
SCHEDULE 7.1(p)
Environmental Matters
SCHEDULE 7.1(s)
Affiliate Transactions
EXHIBIT A
Form of Assignment and Assumption Agreement
EXHIBIT B
Form of Disbursement Instruction Agreement
EXHIBIT C
Form of Second 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
[Reserved]
EXHIBIT M
Form of Compliance Certificate
iv
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated as of
January 18, 2018 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, each
of the financial institutions initially a signatory hereto together with their
successors and assignees under Section 13.5, WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Administrative Agent, JPMORGAN CHASE BANK, N.A., as Syndication
Agent, PNC BANK, NATIONAL ASSOCIATION, U.S. BANK NATIONAL ASSOCIATION, CAPITAL
ONE NATIONAL ASSOCIATION and FIFTH THIRD BANK, an Ohio Banking Corporation, as
Documentation Agents and BANK OF AMERICA, N.A., BMO CAPITAL MARKETS CORP. and
REGIONS BANK, as Senior Managing Agents.
WHEREAS, the Borrower, the Parent, the lenders party thereto and Wells Fargo
Bank, National Association, as administrative agent are currently party to the
Amended and Restated Credit Agreement (the "Existing Credit Agreement"), dated
as of June 30, 2015 (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 effect as modified or
restated by the