ASSET PROPERTY
EXHIBIT A-2
UNENCUMBERED WORK IN PROCESS PROPERTIES
EXHIBIT B
FORM OF NOTICE OF COMMITTED BORROWING OR CONVERSION/CONTINUATION
EXHIBIT C
FORM OF LETTER OF CREDIT APPLICATION
EXHIBIT D-1
SUPPLEMENTAL SIGNATURE PAGE (EXISTING CO-LENDER)
EXHIBIT D-2
SUPPLEMENTAL SIGNATURE PAGE (NEW CO-LENDER)
EXHIBIT E
COMPLIANCE CERTIFICATE
EXHIBIT F
FORM OF ASSIGNMENT AND ASSUMPTION
EXHIBIT G-1
FORM OF PAYMENT GUARANTY (GUARANTOR)
EXHIBIT G-2
FORM OF PAYMENT GUARANTY (PERMITTED AFFILIATE)
EXHIBIT H-1
FORM OF REVOLVING NOTE
EXHIBIT H-2
FORM OF SWING LINE NOTE
EXHIBIT H-3
FORM OF BID NOTE
EXHIBIT I-1
FORM OF BID REQUEST
EXHIBIT I-2
FORM OF COMPETITIVE BID
SCHEDULE 1.1
LENDERS NAMES, ADDRESSES AND PRO RATA SHARES
SCHEDULE 1.2
ADMINISTRATIVE AGENT'S OFFICE; AGENT'S PAYMENT OFFICE
SCHEDULE 1.3
EXISTING LETTERS OF CREDIT
SCHEDULE 1.4
PERMITTED AFFILIATES
SCHEDULE 1.5
PROCESSING AND RECORDATION FEES
-viii-
Execution Copy
FOURTH AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
This FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of
March 24, 2006 (this "Agreement"), is among ESSEX PORTFOLIO, L.P., a California
limited partnership ("Borrower"), the several financial institutions from time
to time party to this Agreement (collectively, the "Lenders" and individually, a
"Lender"), and BANK OF AMERICA, N.A., as administrative agent for the Lenders
(in such capacity, "Administrative Agent") and as Swing Line Lender and L/C
Issuer, PNC BANK, NATIONAL ASSOCIATION, as documentation agent, UNION BANK OF
CALIFORNIA, N.A., as syndication agent, COMERICA BANK, as managing agent, and
KEYBANK NATIONAL ASSOCIATION, as managing agent, JPMORGAN CHASE BANK, N.A., as
managing agent.
Factual Background
A. Certain of the Lenders have previously made available to Borrower an
unsecured revolving line of credit and letter of credit facility in the maximum
principal amount of $185,000,000 (the "Credit Line") on the terms and subject to
the conditions set forth in that certain Third Amended and Restated Revolving
Loan Agreement dated as of April 30, 2004, among Borrower, the financial
institutions party thereto and Bank of America, N.A., as administrative agent
for the lenders (the "Existing Agreement").
B. Essex Property Trust, Inc., a Maryland corporation and Borrower's general
partner, and certain subsidiaries of the Borrower designed as "Permitted
Affiliates" thereunder have guaranteed Borrower's obligations under the Existing
Agreement.
C. Borrower has requested that the Lenders and Administrative Agent modify the
Existing Agreement to, among other things, increase the Credit Line to the
maximum principal amount of $200,000,000 (subject to increase pursuant to
Section 2.14.5 hereof), to add a Bid Loan facility, and to extend the term. The
Lenders and Administrative Agent are willing to modify the Credit Line on the
terms and subject to the conditions set forth in this Agreement, which amends
and restates the Existing Agreement in full, with the pro rata shares of the
Lenders adjusted as set forth in Schedule 1.1 hereof.
Agreement
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, the parties agree as follows:
1.
DEFINITIONS.
1.1
Defined Terms. In addition to the terms defined elsewhere in this
Agreement, the following terms have the following meanings:
S-1
"Absolute Rate" means