KEYBANK NATIONAL ASSOCIATION
Exhibit
99.7
KEYBANK
NATIONAL ASSOCIATION
000
Xxxxxx Xxxxxx
Xxxxxxx,
Xxxxxxx 00000
September
30, 2008
Whitestone
REIT Operating Partnership, LP
Whitestone
REIT Operating Partnership III, L.P.
0000
Xxxxx Xxxxxxx, Xxxxx 000
Xxxxxxx,
Xxxxx 00000
Attention: Xx.
Xxxxx X. Xxxxxxxxxxx
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Re: Extension
of Maturity Date.
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Ladies
& Gentlemen:
Reference is made to that
certain Revolving Credit Agreement, dated as of March 11, 2005 (as amended,
restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Whitestone REIT Operating Partnership, LP and
Whitestone REIT Operating Partnership III, L.P. (the “Borrowers”),
certain lenders from time to time party thereto (the “Lenders”),
KeyBank National Association, as administrative agent for the Lenders (the
“Agent”),
and KeyBanc Capital Markets, as lead arranger and book
manager. Capitalized terms used but not defined in this letter (this
“Extension
Letter”) and which are defined in the Credit Agreement shall have the
meanings assigned thereto in the Credit Agreement.
You have requested that
the undersigned extend the Maturity Date under the Credit Agreement to December
1, 2008 (the “December
Maturity Date”).
The Agent and the Lenders
hereby consent to the extension of the Maturity Date to the December Maturity
Date, effective upon (i) the delivery to the Agent and the Lenders of a
counterpart of this Extension Letter duly executed and delivered by the
Borrowers and each Guarantor and (ii) the receipt by the Agent in immediately
available funds of an extension fee in an amount equal to 10 basis points of the
aggregate Commitments of the consenting Lenders, for the ratable benefit of such
Lenders; provided,
that, notwithstanding any other provision of the Credit Agreement or other Loan
Documents, if at any time on or before the December Maturity Date, the Borrowers
sell or refinance any of the Eligible Unencumbered Properties included in the
Borrowing Base Pool as of the date hereof, all net proceeds received by the
Borrowers in connection with such sale or refinancing (“Net
Proceeds”) shall, upon the consummation of such sale or refinancing, be
paid to the Agent in immediately available funds for application to the
Obligations; and provided,
further,
that, upon such payment of the Obligations, the Commitments of the Lenders shall
be automatically and permanently reduced, on a pro rata basis, by the aggregate
amount of such payment. Any failure by the Borrowers to so pay the
Obligations with Net Proceeds of sales or refinancings of Eligible Unencumbered
Properties included in the Borrowing Base Pool shall be an immediate Event of
Default under the Credit Agreement.
Upon the effectiveness of
this Extension Letter, all references in the Loan Documents to the term Maturity
Date shall mean the December Maturity Date.
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It is expressly agreed
that this is a one-time extension of the Maturity Date only and that no waiver
of any of the provisions of the Credit Agreement is hereby
granted.
Each of the Borrowers and
each Guarantor represents and warrants to the Lenders and the Agent that this
Extension Letter has been duly authorized, executed and delivered by each of the
Borrowers and each Guarantor and constitutes, along with the Credit Agreement
and the other Loan Documents, the legal, valid and binding obligation of each of
the Borrowers and each Guarantor, enforceable against the Borrowers and each
Guarantor in accordance with their respective terms. Each of the
Borrowers and each Guarantor, by execution of this Extension Letter, hereby
certifies to the Lenders and the Agent that (i) each of the representations and
warranties set forth in the Credit Agreement and the other Loan Documents is
true and correct as of the date hereof, and (ii) No Default or Event of Default
has occurred and is continuing.
This Extension Letter may
be executed in multiple counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same
instrument. This Extension Letter shall be governed by the laws of
the State of New York (excluding the laws applicable to conflicts or choice of
law).
If you are in agreement
with the foregoing, please so indicate by the execution of this Extension Letter
in the space provided below.
Very truly yours, | |||
KEYBANK NATIONAL ASSOCIATION, | |||
as Agent and a Lender | |||
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By:
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Name: | |||
Title: |
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RBS CITIZENS, NATIONAL ASSOCIATION, | |||
a Lender | |||
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By:
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Name: | |||
Title: | |||
TRUSTMARK NATIONAL BANK, | |||
a Lender | |||
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By:
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Name: | |||
Title: | |||
MERCANTIL COMMERCE BANK, N.A.,
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a Lender | |||
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By:
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Name: | |||
Title: | |||
-3-
ACCEPTED
AND AGREED AS OF SEPTEMBER __, 2008:
WHITESTONE
REIT OPERATING PARTNERSHIP, LP,
a
Borrower
By: | Whitestone
REIT, a Maryland real estate investment trust, its sole general partner |
|
By: | ||
Xxxxx X. Xxxxxxxxxx, CEO |
WHITESTONE
REIT OPERATING PARTNERSHIP III, L.P.,
a
Borrower
By:
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Whitestone
REIT Operating Partnership III GP LLC,
a Texas limited liability company, its sole general partner |
By:
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Whitestone
REIT Operating Partnership, LP, a Delaware limited partnership, its sole member |
By:
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Whitestone
REIT, a Maryland real
estate investment trust, its sole member |
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By: | ||||
Xxxxx X. Xxxxxxxxxx, CEO |
-4-
Each
Guarantor hereby acknowledges receipt of this Extension Letter, affirms its
obligations under the Guaranty, dated as of March 11, 2005, and agrees that all
“Obligations”, as defined in the Credit Agreement and after giving effect to
this Extension Letter, are Obligations under the Guaranty.
WHITESTONE
REIT, a Maryland real estate
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investment
trust, a Guarantor
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||||||
By:
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Xxxxx
X. Xxxxxxxxxx, CEO
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WHITESTONE
REIT OPERATING PARTNERSHIP III GP LLC, a
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Texas
limited liability company, a Guarantor
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By:
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Whitestone
REIT Operating Partnership, LP, a Delaware limited
partnership,
its sole member
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By:
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Whitestone
REIT, a Maryland real estate investment
trust,
its sole member
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By:
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Xxxxx
X. Xxxxxxxxxx, CEO
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XXXXXXX
REIT OPERATING PARTNERSHIP III LP LTD, a Texas
limited
partnership, a Guarantor
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By:
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Whitestone
REIT Operating Partnership III GP LLC, a Texas
limited
liability company, its sole general partner
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By:
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Whitestone
REIT Operating Partnership, LP, a
Delaware
limited partnership, its sole member |
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By:
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Whitestone
REIT, a Maryland real estate
investment
trust, its sole general partner
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By:
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Xxxxx
X. Xxxxxxxxxx, CEO
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