1
EXHIBIT 10.1
AMENDMENT AGREEMENT NO. 4 TO CREDIT AGREEMENT
THIS AMENDMENT AGREEMENT NO. 4 TO CREDIT AGREEMENT ("Amendment
Agreement") is made and entered into this 22nd day of June, 2001, by and among
CPT OPERATING PARTNERSHIP L.P., a Delaware limited partnership (the "Borrower"),
CORRECTIONAL PROPERTIES TRUST, a Maryland real estate investment trust ("CPV"),
BANK OF AMERICA, N.A., as successor in interest to Nationsbank, National
Association (the "Agent"), as Agent for the lenders (the "Lenders") party to a
Credit Agreement dated October 2, 1998 among such Lenders, Borrower and the
Agent, as amended by Amendment Agreement No. 1 to Credit Agreement dated as of
March 10, 2000, Amendment Agreement No. 2 to the Credit Agreement dated as of
March 16, 2001 and Amendment Agreement No. 3 to the Credit Agreement dated as of
March 16, 2001 (the "Agreement").
W I T N E S S E T H:
WHEREAS, the Borrower, CPV, the Agent and the Lenders have entered into
the Agreement pursuant to which the Lenders have agreed to make Revolving Loans
to the Borrower in the principal amount of $110,000,000 as evidenced by the
Notes (as defined in the Agreement); and
WHEREAS, the Borrower has requested that the Agreement be amended in
the manner herein set forth effective as of the date hereof;
NOW, THEREFORE, the parties hereto do hereby agree as follows:
1. DEFINITIONS. The term "Agreement" as used herein and in the Loan
Documents (as defined in the Agreement) shall mean the Agreement as hereby
amended and modified. Unless the context otherwise requires, all terms used
herein without definition shall have the definition provided therefor in the
Agreement.
2. AMENDMENT TO SECTION 1.1 OF THE AGREEMENT. Subject to the terms and
conditions hereof, Section 1.1 of the Agreement is hereby amended to add a new
definition of "Debt Service Reserve Fund Amounts" in appropriate alphabetical
order to read as follows:
"Debt Service Reserve Fund Amounts" means any amounts held in
a restricted account or fund to secure the payment of any Non-Recourse
Indebtedness which amounts were funded with proceeds of such
Non-Recourse Indebtedness.
3. AMENDMENT TO SECTION 4.4(B) OF THE CREDIT AGREEMENT. Subject to the
terms and conditions hereof, Section 4.4(b) of the Agreement is hereby amended
and restated in its entirety to read as follows:
(b) Upon request of the Borrower, any Pledged Property may be
released from the Pledge Pool and the Mortgage provided: (i) the
Borrower provides evidence to the Agent that such Pledged Property will
2
either be (A) sold by the Borrower or other Credit Party on an "arm's
length" basis or (B) transferred to an Unrestricted Subsidiary in
connection with the refinancing of such Pledged Property with
Non-Recourse Indebtedness of such Unrestricted Subsidiary; provided
that in the case of (B), funds are delivered to the Agent for the
prepayment of Revolving Loans as provided in SECTION 2.13; (ii) either
(A) the Borrower causes another Eligible Property of equal or greater
Appraised Value to become included in the Pledge Pool in substitution
for such released Pledged Property, (B) the Borrower causes another
Eligible Property of lesser Appraised Value to become included in the
Pledge Pool and Net Proceeds from the sale of such Pledged Property in
the amount of the difference in such Appraised Values, together with
any other funds necessary, are delivered to the Agent for the
prepayment of Revolving Loans as provided in SECTION 2.13, or (C) 100%
of the Net Proceeds from the sale of such Pledged Property, together
with any other funds necessary, are delivered to the Agent for the
prepayment of Revolving Loans as provided in SECTION 2.13; (iii) the
Borrower delivers to the Agent a pro forma Compliance Certificate
giving effect to such disposition; (iv) the Borrower delivers to the
Agent an updated SCHEDULE 4.3 reflecting the release of such Pledged
Property; and (v) no Default or Event of Default has occurred or is
continuing. All costs, expenses and attorneys' fees incurred by the
Agent or the Trustee under the Mortgage in connection with the release
of any Pledged Property pursuant to this SECTION 4.4(B) shall be
reimbursed by the Borrower pursuant to Section 13.5 hereof. No Pledged
Property will be released from the Pledge Pool until the Agent has
received the amount of funds, if any, required by this SECTION 4.4(B),
together with any amounts required, if any, owing under SECTION 6.5.
4. AMENDMENT TO SECTION 9.24 OF THE CREDIT AGREEMENT. Subject to the
terms and conditions hereof, Section 9.24 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:
9.24 INTEREST RATE HEDGING. Maintain at all times Swap
Agreements or other similar arrangements providing protection from
fluctuations in interest rates on its Indebtedness, having an aggregate
notional amount, together with all Swap Agreements or other such
similar agreements (collectively, "Xxxxxx") previously entered into, of
not less than 75% of the Outstandings as of any date and having such
other terms as shall be reasonably acceptable to the Agent; PROVIDED,
HOWEVER, that upon any increase in the amount of Outstandings, the
Borrower shall have 30 days to increase the notional amount of its
Xxxxxx so as to satisfiy the requirements of this SECTION 9.24.
5. AMENDMENT TO ARTICLE X OF THE CREDIT AGREEMENT. Subject to the terms
and conditions hereof, Article 10 of the Credit Agreement is hereby amended as
follows:
(a) Section 10.1(c)(iii) of the Credit Agreement is amended in
its entirety to read as follows:
(iii) Permit at any time Consolidated Total
Indebtedness (net of any Debt Service Reserve Fund Amounts) to
exceed 55% of the sum of Consolidated Total Liabilities and
Consolidated Shareholders' Equity.
2
3
(b) Section 10.5(g) of the Credit Agreement is amended in its
entirety to read as follows:
(g) additional Non-Recourse Indebtedness (net of any
Debt Service Reserve Fund Amounts) not otherwise covered by
clauses (a) through (f) above, provided that the aggregate
outstanding principal amount of all such additional
Non-Recourse Indebtedness permitted under this clause (g)
shall in no event exceed 27.5% of Consolidated Total Value at
any time;
(c) Section 10.16 of the Credit Agreement is hereby deleted in
its entirety.
6. AMENDMENT TO EXHIBIT H TO THE CREDIT AGREEMENT. Subject to the terms
and conditions hereof, Exhibit H to the Credit Agreement is hereby amended and
restated in its entirety as set forth in Exhibit A hereto.
7. REPRESENTATIONS AND WARRANTIES. The Borrower and CPV hereby certify
that:
(a) The representations and warranties made by Borrower and
CPV in Article VIII of the Agreement are true on and as of the date
hereof except that the financial statements referred to in SECTION
8.6(a) shall be those most recently furnished to each Lender pursuant
to SECTION 9.1(A) and (B);
(b) There has been no material change in the condition,
financial or otherwise, of CPV, and its Subsidiaries since the date of
the most recent financial reports of CPV received by each Lender under
SECTION 9.1 of the Agreement, other than changes in the ordinary course
of business, none of which has been a material adverse change;
(c) The business and properties of CPV and its Subsidiaries
are not, and since the date of the most recent financial report of CPV
and its Subsidiaries received by each Lender under SECTION 9.1 of the
Agreement have not been, adversely affected in any substantial way as
the result of any fire, explosion, earthquake, accident, strike,
lockout, combination of workers, flood, embargo, riot, activities of
armed forces, war or acts of God or the public enemy, or cancellation
or loss of any major contracts; and
(d) No event has occurred and no condition exists which, upon
the consummation of the transaction contemplated hereby, constituted a
Default or an Event of Default on the part of the Borrower under the
Agreement or the Notes either immediately or with the lapse of time or
the giving of notice, or both.
8. CONDITIONS. As a condition to the effectiveness of this Amendment
Agreement, the Borrower and CPV shall deliver, or cause to be delivered to the
Agent, the following:
(a) eleven (11) executed counterparts of this Amendment
Agreement;
(b) a resolution of the Borrower authorizing the execution of
this Amendment Agreement; and
3
4
(c) an amendment fee payable to each Lender consenting hereto
in an amount equal to .10% of its Revolving Credit Commitment.
9. OTHER DOCUMENTS. All instruments and documents incident to the
consummation of the transactions contemplated hereby shall be satisfactory in
form and substance to the Agent and its counsel; the Agent shall have received
copies of all additional agreements, instruments and documents which it may
reasonably request in connection therewith, including evidence of the authority
of CPV and the Borrower to enter into the transactions contemplated by this
Amendment Agreement, in each case such documents, when appropriate, to be
certified by appropriate corporate or governmental authorities; and all
proceedings of CPV and the Borrower relating to the matters provided for herein
shall be satisfactory to the Agent and its counsel.
10. ENTIRE AGREEMENT. This Amendment Agreement sets forth the entire
understanding and agreement of the parties hereto in relation to the subject
matter hereof and supersedes any prior negotiations and agreements among the
parties relative to such subject matter. No promise, conditions, representation
or warranty, express or implied, not herein set forth shall bind any party
hereto, and no one of them has relied on any such promise, condition,
representation or warranty. Each of the parties hereto acknowledges that, except
as in this Amendment Agreement or otherwise expressly stated, no
representations, warranties or commitments, express or implied, have been made
by any other party to the other. None of the terms or conditions of this
Amendment Agreement may be changed, modified, waived or canceled orally or
otherwise, except as provided in the Agreement.
11. FULL FORCE AND EFFECT OF AGREEMENT. Except as hereby specifically
amended, modified or supplemented, the Agreement and all of the other Loan
Documents are hereby confirmed and ratified in all respects and shall remain in
full force and effect according to their respective terms.
[This Page Intentionally Left Blank]
4
5
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Agreement to be duly executed by their duly authorized officers, all as of the
day and year first above written.
CPT OPERATING PARTNERSHIP
L.P.
WITNESS:
/s/ XXXXX XXXXXXXXXX By: Correctional Properties Trust,
---------------------------------- General Partner
/s/ XXXX XXXXXX
----------------------------------
By: /s/ XXXXXXX X. XXXXX
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President and CEO
CORRECTIONAL PROPERTIES TRUST
WITNESS:
/s/ XXXXX XXXXXXXXXX By: /s/ XXXXXXX X. XXXXX
---------------------------------- ------------------------------
Name: Xxxxxxx X. Xxxxx
/s/ XXXX XXXXXX Title: President and CEO
----------------------------------
5
6
BANK OF AMERICA, N.A.
as Agent and as Lender
By: /s/ XXXXXX XXXXXXXXX
------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ XXXXX X. XXXXXXXX
------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Managing Director
FIRST UNION NATIONAL BANK
By: /s/ XXXXXX X. XXXXXXX
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
PNC BANK, N.A.
By: /s/ XXXXXXX X. XXXXXXX
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
SOUTHTRUST BANK, NATIONAL
ASSOCIATION
By: /s/ D. XXX XXXXXXXXX
------------------------------------
Name: D. Xxx Xxxxxxxxx
Title: Senior Vice President
6
7
SUNTRUST BANK, N.A.
By: /s/ XXXXXXX X. XXXXXXXX
------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
BANKATLANTIC
By: /s/ XXXXXXX XXXXX
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Senior Vice President
BANK ONE, OKLAHOMA, N.A.
By: /s/ XXXXXX X. XXXXXX
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC.
By: /s/ XXXXX X. XXXX
------------------------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President
By: /s/ XXXXXXX XXXXX
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
7
8
EXHIBIT A
EXHIBIT H
Compliance Certificate
Bank of America, N.A.,
as Agent
Xxxxxxxxxxxx Xxxxxx, 00xx Xxxxx
XX0-000-00-00
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Agency Services
Telefacsimile: (000) 000-0000
Bank of America, N.A.,
as Agent
000 Xxxxx Xxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Mr. Xxxx Xxxxxxxx
Telefacsimile: (000) 000-0000
Reference is hereby made to the Credit Agreement dated as of October 2,
1998 (the "Agreement") among CPT Operating Partnership L.P., a Delaware limited
partnership (the "Borrower"), Correctional Properties Trust, a Maryland real
estate investment trust, the Lenders (as defined in the Agreement) and Bank of
America, N.A., as successor in interest to NationsBank, N.A., as Agent for the
Lenders ("Agent"). Capitalized terms used but not otherwise defined herein shall
have the respective meanings therefor set forth in the Agreement. The
undersigned, a duly authorized and acting Authorized Representative, hereby
certifies to you as of __________ (the "Determination Date") as follows:
1. Calculations:
A. Compliance with 10.1(a): Consolidated Net Worth
1. Issued and outstanding share capital $______________
2. Additional paid-in capital plus retained
income (retained deficit to be expressed
as a negative) $______________
3. Amount of foreign currency translation
adjustment (any negative adjustment
to be expressed as a negative) $______________
4. Amount of Treasury Stock $______________
5. Consolidated Shareholders' Equity
(A.1 + A.2 + A.3 - A.4) $______________
8
9
6. Reserves (other than contingency reserves
not allocated to any particular purpose) $______________
7. A.5 minus A.6 $______________
REQUIRED:
(I) $__________; PLUS $______________
(II) 85% OF INCREASES IN STATED
CAPITAL AND PAID-IN CAPITAL FROM
THE ISSUANCE OF EQUITY SECURITIES
OR OTHER CAPITAL INVESTMENTS
DURING PRIOR FISCAL QUARTER; $______________
TOTAL REQUIREMENT $______________
B. Compliance with Section 10.1(b): Consolidated Interest
Coverage Ratio
1. Consolidated Adjusted EBITDA
for most recent four Fiscal Quarters*
(i) Consolidated Net Income, plus $______________
(ii) Consolidated Interest Expense,**
plus $______________
(iii) taxes on income, plus $______________
(iv) amortization, plus $______________
(v) depreciation, minus $______________
(vi) amount of actual cash expenditures
for maintenance-related Capital
Expenditures $______________
Total $______________
2. Consolidated Interest Expense $______________
3. Ratio of Consolidated Adjusted
EBITDA (B.1) to Consolidated Interest
Expense (B.2) ____ to 1.00 $______________
REQUIRED: NOT LESS THAN 2.25 TO 1.00.
* SEE SCHEDULES I AND II FOR CALCULATION OF
CONSOLIDATED ADJUSTED EBITDA AND ANNUALIZED
EBITDA, IF APPLICABLE, FOR ANY QUALIFYING
PROPERTY.
** SEE SCHEDULE III FOR CALCULATION OF INTEREST
EXPENSE WITH RESPECT TO QUALIFYING PROPERTY NOT OWNED
BY THE BORROWER OR ANY SUBSIDIARY FOR THE ENTIRE
APPLICABLE FOUR-QUARTER PERIOD.
C. Compliance with Section 10.1(c)(i): Ratio of Consolidated Total
Indebtedness to Consolidated Total Value
1. Consolidated Total Indebtedness less amount
9
10
of Non-Recourse Indebtedness of Unrestricted
Subsidiaries ($__________) $______________
2. Consolidated Total Value (Lesser of Historical
Cost and Appraised Value of all Pledged
Properties in the Pledge Pool) $______________
3. Ratio of Consolidated Total Indebtedness (C.1)
to Consolidated Total Value (C.2) ____ to 1.00
REQUIRED: NOT GREATER THAN .50 TO 1.00.
D. Compliance with Section 10.1(c)(ii): Consolidated Total
Indebtedness
1. Consolidated Total Indebtedness less
amount of Non-Recourse Indebtedness
of Unrestricted Subsidiaries ($_________) $______________
2. Consolidated Adjusted EBITDA (see B.1) X 4.50
or 4.25, as applicable (see below) $______________
3. Historical Cost of Pledged Properties and
other Qualifying Properties X 50% $______________
REQUIRED: CONSOLIDATED TOTAL INDEBTEDNESS (LESS
AMOUNT OF NON-RECOURSE INDEBTEDNESS OF UNRESTRICTED
SUBSIDIARIES) NOT TO EXCEED LESSER OF (A) UNTIL THE
EARLIER TO OCCUR OF (X) SEPTEMBER 30, 2002 AND (Y)
THE DATE ON WHICH THE AGGREGATE AMOUNT OF ALL
INCREASES IN THE STATED CAPITAL OR ADDITIONAL PAID-IN
CAPITAL ACCOUNTS OF EITHER CPV OR THE BORROWER, OR
BOTH, RESULTING FROM THE ISSUANCE OF EQUITY
SECURITIES OR OTHER CAPITAL INVESTMENT SINCE THE
CLOSING DATE EXCEEDS $25,000,000, 4.50 TIMES
CONSOLIDATED ADJUSTED EBITDA AND AT ALL TIMES
THEREAFTER, 4.25 TIMES CONSOLIDATED ADJUSTED EBITDA,
OR (B) 50% OF HISTORICAL COST
E. Compliance with Section 10.1(c)(iii): Consolidated Total
Indebtedness
1. Consolidated Total Indebtedness (net of
any Debt Service Reserve Fund Amounts): $______________
2. Consolidated Total Liabilities $______________
3. Consolidated Shareholders' Equity $______________
4. (E.2 plus E.3) X 55% $______________
10
11
REQUIRED: CONSOLIDATED TOTAL INDEBTEDNESS
(E.1) MAY NOT EXCEED E.4
F. Compliance with Section 10.1(d): Consolidated Secured
Indebtedness to Consolidated Total Value
1. Consolidated Secured Indebtedness
less amount of Non-Recourse
Indebtedness of Unrestricted
Subsidiaries ($__________) $______________
2. Consolidated Total Value (See C.2) $______________
3. Ratio of Consolidated Secured
Indebtedness (F.1) to Consolidated
Total Value (F.2) ____ to 1.00 $______________
REQUIRED: UNTIL THE EARLIER TO OCCUR OF (I) DECEMBER
31, 2002 AND (II) THE DATE ON WHICH THE AGGREGATE
AMOUNT OF ALL INCREASES IN THE STATED CAPITAL OR
ADDITIONAL PAID-IN CAPITAL ACCOUNTS OF EITHER CPV OR
THE BORROWER, OR BOTH, RESULTING FROM THE ISSUANCE OF
EQUITY SECURITIES OR OTHER CAPITAL INVESTMENT SINCE
THE CLOSING DATE EXCEEDS $25,000,000, NOT GREATER
THAN .475 TO 1.000, AND THEREAFTER, .450 TO 1.000
G. Borrowing Base
See attached Borrowing Base Certificate
H. Compliance with Section 10.5(f): Purchase Money Indebtedness
1. Purchase Money Indebtedness: $______________
REQUIRED: NOT GREATER THAN $1,000,000
I. Compliance with Section 10.5(g): Additional Non-Recourse
Indebtedness
1. Additional Non-Recourse Indebtedness
(net of any Debt Service Reserve Fund
Amounts): $______________
2. Consolidated Total Value
(See C.2) X 27.5% $______________
REQUIRED: ADDITIONAL NON-RECOURSE
INDEBTEDNESS (I.1) MAY NOT EXCEED I.2
J. Compliance with Section 10.5(h): Additional unsecured
Indebtedness for Money Borrowed
1. Additional Unsecured Indebtedness
11
12
for Money Borrowed: $______________
REQUIRED: NOT GREATER THAN $1,000,000
K. Compliance with Sections 10.7(e): Investments
1. Principal amount of Non-conforming
Investments: $______________
2. Loans and investments in
Unrestricted Subsidiaries: $______________
3. Total $______________
4. Consolidated Total Value
(See C.2) X 5% $______________
REQUIRED:
NON-CONFORMING INVESTMENTS AND LOANS AND INVESTMENTS
IN UNRESTRICTED SUBSIDIARIES (K.3) MAY NOT EXCEED 5%
OF CONSOLIDATED TOTAL VALUE (K.4).
L. Compliance with Section 10.9: Restricted Payments
1. Restricted Payments permitted under Section 10.9
during most recently ended Fiscal Year (or during
Fiscal Year 1998 since the Closing Date): $______________
2. Cash Available for Distribution $______________
3. Funds from Operations X 95% $______________
4. Lesser of E.2 and E.3 $______________
REQUIRED: RESTRICTED PAYMENTS (L.1) MAY
NOT EXCEED L.4
2. No Default
1. Since __________ (the date of the last similar
certification), (a) the Borrower has not defaulted in
the keeping, observance, performance or fulfillment
of its obligations pursuant to any of the Loan
Documents; and (b) no Default or Event of Default
specified in Article XI of the Agreement has occurred
and is continuing.
2. If a Default or Event of Default has occurred since
__________ (the date of the last similar
certification), the Borrower proposes to take the
following action with respect to such Default or
Event of Default:
(Note, if no Default or Event of Default has occurred, insert
"Not Applicable").
The Determination Date is the date of the last required financial statements
submitted to the Lenders in accordance with Section 9.1 of the Agreement.
12
13
IN WITNESS WHEREOF, I have executed this Certificate this _____ day of
__________, _____.
CPT OPERATING PARTNERSHIP L.P.
By:
--------------------------------
Authorized Representative
13
14
SCHEDULE I TO COMPLIANCE CERTIFICATE
CONSOLIDATED ADJUSTED EBITDA
1. Quarterly Consolidated Adjusted EBITDA:
(Including only properties operational for entire Four-Quarter period)
Q1 Q2 Q3 Q4 ROLLING 4Q
-- -- -- -- ----------
A. Consolidated Net Income
(from financial statements) $ XX $ XX $ XX $ XX $ XX
B. Less: Net Gains or other
extraord. defined in
Credit Agreement XX XX XX XX XX
C. Plus: Consolidated Interest Exp. XX XX XX XX XX
D. Taxes on Income XX XX XX XX XX
E. Amortization XX XX XX XX XX
F. Depreciation XX XX XX XX XX
----------- -------- --------- --------- -----------
G. Consolidated EBITDA XX XX XX XX XX
H. Maintenance Capital Expend. XX XX XX XX XX
----------- -------- --------- --------- -----------
I. Consolidated Adjust EBITDA (G - H) $
-----------
J. EBITDA of Unrestricted Subsidiaries $
-----------
K. Annualized EBITDA (from Schedule 2 H-7) $
-----------
L. Consolidated Adjusted EBITDA (I - J + K) $
-----------
15
SCHEDULE II
ANNUALIZED EBITDA
Annualized EBITDA for Qualifying Properties not operational for entire
four-quarter period.
PROP 1 PROP 2 PROP 3 PROP 4 Total
------ ------ ------ ------
A. Net Income
B. Interest Expense
C. Taxes on Income
D. Amortization
E. Depreciation
F. EBITDA
G. Time Operational
H. Applicable Multiple*
I. Annualized EBITDA (F. X H.) $
------ ------ ------ ------ --------
*The following are the applicable multiples:
TIME OPERATIONAL MULTIPLE
---------------- --------
Less than one quarter N/A**
one quarter 4
two quarters 2
three quarters 4/3
**If the property meets the requirements of the Credit Agreement, Annualized
EBITDA will be based on pro forma project results of operations for a period of
four quarters prepared by the Borrower.
16
SCHEDULE III
Annualized interest expenses for Qualifying Properties not owned by Borrower or
Subsidiary for entire four-quarter period.
PROP 1 PROP 2 PROP 3 PROP 4 Total
------ ------ ------ ------ --------
A. Interest Expense with respect to
Qualifying Property
B. Time Owned by Borrower or Subsidiary
C. Applicable Multiple*
D. Annualized Interest (A. X C.) $
------ ------ ------ ------ --------
*The following are the applicable multiples:
TIME OWNED BY BORROWER
OF SUBSIDIARY MULTIPLE
------------- --------
Less than one quarter N/A**
one quarter 4
two quarters 2
three quarters 4/3
**If the property meets the requirements of the Credit Agreement, interest
expense with respect to such property for purposes of calculating Consolidated
Interest Expense will be based upon a pro forma annualized estimate of such
interest expense prepared by the Borrower and acceptable to the Agent.
