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EXHIBIT 10.28
AMENDMENT NO. 6 TO REVOLVING CREDIT
AGREEMENT
This Amendment No. 6 to Revolving Credit Agreement
(this “Amendment No. 6”) is made and entered into
and has an effective date as of the 11th day of March, 2008, by and
among WHITESTONE REIT OPERATING PARTNERSHIP, LP f/k/a HARTMAN REIT
OPERATING PARTNERSHIP, LP (“Whitestone OP”), WHITESTONE
REIT OPERATING PARTNERSHIP III, L.P. f/k/a HARTMAN REIT OPERATING
PARTNERSHIP III, L.P. (“Whitestone III”) and the
Subsidiaries of Whitestone OP and/or Whitestone III which are
listed on Schedule 1 (as such Schedule 1 may be amended from
time to time) (Whitestone OP, Whitestone III and any such
Subsidiary being hereinafter referred to collectively as the
“Borrower” unless referred to in their individual
capacities) to a certain Revolving Credit Agreement, dated as of
March 11, 2005 (as amended, the “Credit Agreement”),
each having its principal place of business at 2600 South Gessner,
Suite 500, Houston, Texas 77063, KEYBANK NATIONAL ASSOCIATION
(“KeyBank”), having a principal place of business at
127 Public Square, Cleveland, Ohio 44114, and certain other lenders
individually and in certain agent capacities (collectively with
KeyBank, the “Lenders”) and KeyBank, as administrative
agent for itself and each other Lender (the
“Agent”).
WHEREAS, the Borrower has requested certain
amendments to the Credit Agreement, including an extension of the
maturity date, as set forth herein.
NOW, THEREFORE, in consideration of One Dollar
($1.00) and other good and valuable consideration by each of the
parties hereto, the receipt and sufficiency of which are hereby
acknowledged, it is agreed as follows:
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1.
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Capitalized terms used but not defined herein shall
have the respective meanings assigned to such terms in the Credit
Agreement.
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2.
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References to the Borrower and Guarantor in the
Loan Documents .
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(a)
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All references in the Loan Documents to Hartman REIT
Operating Partnership, LP shall be deemed to refer to Whitestone
REIT Operating Partnership, LP.
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(b)
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All references in the Loan Documents to Hartman REIT
Operating Partnership III, L.P. shall be deemed to refer to
Whitestone REIT Operating Partnership III, L.P.
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(c)
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All references in the Loan Documents to Hartman REIT
Operating Partnership III GP LLC shall be deemed to refer to
Whitestone REIT Operating Partnership III GP LLC.
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(d)
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All references in the Loan Documents to Hartman
Commercial Properties REIT shall be deemed to refer to Whitestone
REIT.
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3.
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Amendments to Credit Agreement
. Effective from and after March 11,
2008:
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(a)
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The term Loan Documents shall include this Amendment
No. 6 to Revolving Credit Agreement, dated as of March 11, 2008,
among the Borrower, the Lenders and the Agent.
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(b)
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The definition of “Applicable Base Rate
Margin” is amended to read in its entirety as
follows:
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“ Applicable Base
Rate Margin . The Applicable Base Rate
Margin is 1.625%.”
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(c)
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The definition of “Applicable Libor
Margin” is amended to read in its entirety as
follows:
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“ Applicable Libor
Margin . The Applicable Libor Margin is
2.625%.”
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(d)
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Clause (iv) contained in the definition of
“Eligible Unencumbered Property(ies)” is amended to
read in its entirety as follows:
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“(iv) is wholly-owned in fee simple by
Whitestone III”.
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(e)
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Clause (vi) contained in the definition of
“Eligible Unencumbered Property(ies)” is amended to
read in its entirety as follows:
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“(vi) does not comprise more than 15% of total
Borrowing Base Asset Value (except that one, but not more than one,
Eligible Unencumbered Property may comprise up to 20% of total
Borrowing Base Asset Value)”.
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(f)
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The definition of “Financial Statement
Date” is amended to read in its entirety as
follows:
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“ Financial Statement
Date . September 30,
2007.”
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(g)
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The definition of “Maturity Date” is
amended to read in its entirety as follows:
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“ Maturity
Date . October 1, 2008, or such earlier
date on which the Revolving Credit Loans shall become due and
payable pursuant to the terms hereof.”
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(h)
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The definition of “Mortgage Constant” is
amended to read in its entirety as follows:
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“ Mortgage
Constant . As at any date of
determination, a ratio that represents the payment of principal and
interest on an amortizing mortgage loan based on (i) an interest
rate equal to the greater of (a) the actual weighted average
interest rate on the Loans, (b) the then 10-year treasury rate plus
2.25% and based on a 25-year mortgage-style amortization schedule
and (c) 7.25%.”
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(i)
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The definition of “Revolving Credit
Notes” is amended by deleting the reference to
“$50,000,000” contained therein and by replacing it
with the following: “$75,000,000”.
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(j)
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The second sentence of the definition of
“Total Commitment” is amended to read in its entirety
as follows:
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“As of the Sixth Amendment Date, the Total
Commitment is $75,000,000.”
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(k)
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Section 1.1 of the Credit Agreement is amended by
inserting, in the appropriate alphabetical order, the following new
definitions:
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“ Sixth
Amendment . Amendment No. 6 to Revolving
Credit Agreement, dated as of March 11, 2008, among the Borrower,
the Lenders and the Agent.”
“ Sixth Amendment
Date . March 11, 2008.”
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(l)
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Section 2.3(c) of the Credit Agreement is deleted in
its entirety.
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(m)
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Section 2.3(e) of the Credit Agreement is amended to
read in its entirety as follows:
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“The Borrower agrees to pay to the Agent, for
the accounts of the Lenders in accordance with their respective
Commitment Percentages, from the Closing Date through the Maturity
Date, a facility fee (the “Facility Fee”) calculated at
the rate of (i) for any day when the outstanding principal balance
of the Loans is less than or equal to 50% of the Total Commitment,
0.30% per annum, and (ii) for any day when the outstanding
principal balance of the Loans is greater than 50% of the Total
Commitment, 0.15% per annum, in each case calculated on the average
daily amount, during each fiscal quarter or portion thereof, of the
unborrowed portion of the Total Commitment. The Facility Fee shall
be payable quarterly in arrears on the first Business Day of each
calendar quarter for the immediately preceding calendar quarter
commencing on the first
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such date following the Closing Date through the
Maturity Date, with a final payment on the Maturity
Date.”
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(n)
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Clause (a) of Section 7.3 of the Credit Agreement is
amended by deleting the reference to “The Borrower”
contained therein and be replacing it with the following:
“Whitestone III”.
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(o)
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Section 7.4 of the Credit Agreement is amended by
deleting the reference to “December 31, 2003” and by
replacing it with “December 31, 2006” and by deleting
the reference to “September 30, 2004 and by replacing it with
the “September 30, 2007”.
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(p)
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Section 7.21 of the Credit Agreement is amended by
inserting, immediately following the reference to “December
31, 2004” contained therein, the following: “or
December 31, 2005, December 31, 2006 or December 31,
2007”.
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(q)
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Section 9.1(i) of the Credit Agreement is amended by
deleting the first parenthetical contained therein and replacing it
with the following parenthetical: “(but not any other
Borrower)”.
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(r)
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Section 9.4(b) of the Credit Agreement is amended to
insert the following new sentence at the end thereof:
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“Notwithstanding the foregoing or any other
provision of this Agreement, in the event that the Borrower sells,
transfers otherwise disposes of any Eligible Unencumbered Property,
or obtains financing for any Eligible Unencumb
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