ex10-27.htm


    
      

    

    Exhibit
      10.27

     

    
      


      


      AMENDMENT
        NO. 5 TO REVOLVING CREDIT AGREEMENT

      


      This
        Amendment No. 5 (this “Amendment
        No. 5”) to Revolving Credit Agreement is made and entered into and has an
        effective date as of the ___ day of October, 2007, by and among WHITESTONE
        REIT
        f/k/a HARTMAN REIT OPERATING PARTNERSHIP, L.P. (“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 (as amended, the “Credit Agreement”) dated as of March 11, 2005, each
        having its principal place of business at 1450 West Sam Houston Parkway North,
        Suite 100, Houston, Texas 77043, 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, 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:

      


      
        	
                 

              	
                1.

              	
                Capitalized
                  terms used but not defined herein shall have the respective meanings
                  assigned to such terms in the Credit
                  Agreement.

              


      

      


      
        	
                 

              	
                2.

              	
                Effective
                  from and after May 25, 2007:

              


      

      


      
        	
                 

              	
                (a)

              	
                The
                  term Loan Documents shall include this Amendment No. 5 to Credit
                  Agreement, dated as of October __, 2007, among the Borrower, the
                  Lenders
                  and the Agent.

              


      

      


      
        	
                 

              	
                (b)

              	
                Section
                  1.1 of the Credit Agreement is amended by inserting, in the appropriate
                  alphabetical order, the following new
                  definition:

              


      

      


      
        	
                 

              	
                “G
                  and A Expenses.  All payroll and other employment-related
                  expenses incurred by the Trust in connection with becoming a self-managed
                  REIT.”

              


      

       

       

      
        
           

        

        
          -1-

          
            

          

        

        
           

        

      

       

      
        	
                 

              	
                (b)

              	
                Section
                  9.6(a) of the Credit Agreement is amended to read in its entirety
                  as
                  follows:

              


      

      


      “(a)
        The
        Borrower will not declare or make (i) annual Distributions in excess of (x)
        105%
        of “funds from operations” for the fiscal quarters ended March 31, 2007, June
        30, 2007, September 30, 2007, December 31, 2007 and March 31, 2008 or (y)
        95% of
“funds from operations” for any fiscal quarter thereafter; or (ii) any
        Distributions during any period after any Event of Default has occurred;
        provided, however, (a) that the Borrower may at all times
        (including while an Event of Default is continuing) make Distributions to
        the
        extent (after taking into account all available funds of the Trust from all
        other sources) required in order to enable the Trust to continue to qualify
        as a
        REIT and (b) in the event that the Borrower cures any such Event of Default
        in
        clause (ii) above and the Agent has accepted such cure prior to accelerating
        the
        Loan, the limitation of clause (ii) above shall cease to apply with respect
        to
        such Event of Default.”

      


      
        	
                 

              	
                (b)

              	
                Section
                  9.6(c) of the Credit Agreement is amended to read in its entirety
                  as
                  follows:

              


      

      


      “(c)           Notwithstanding
        the definition of “funds from operations” by the Board of Governors of the
        National Association of Real Estate Investment Trusts, for purposes of
        determining the Distributions permitted to be declared under Section 9.6(a)(i),
        (i) for any fiscal period ending on or after December 31, 2006 through December
        31, 2007, Excluded Litigation Fees shall not reduce “funds from operations” and
        (ii) “funds from operations” shall be calculated in a manner consistent with its
        calculation prior to the Trust becoming a self-managed fund and shall not
        be
        reduced by G and A Expenses.”

      


      
        	
                 

              	
                3.

              	
                The
                  Borrower hereby represents and warrants as
                  follows:

              


      

      


      (a)  Representations
        in Credit Agreement.  Both before and after giving effect to this
        Amendment No. 5, each of the representations and warranties made by or on
        behalf
        of the Borrower, the Trust or any of their respective Subsidiaries contained
        in
        the Credit Agreement or any of the other Loan Documents, was true when made
        and
        is true on and as of the date hereof with the same full force and effect
        as if
        each of such representations and warranties had been made on the date hereof
        and
        in this Amendment No. 5, except to the extent that such representations and
        warranties relate expressly to an earlier date.

      


      
        
           

        

        
          -2-

          
            

          

        

        
           

        

         

      

      (b)  No
        Events of Default.  No Default or Event of Default exists on the
        date hereof (both before and after giving effect to this Amendment No.
        5).

      


      (c)  Binding
        Effect of Documents.  This Amendment No. 5 has been duly executed
        and delivered by the Borrower and the Trust and is in full force and effect
        as
        of the date hereof, and the agreements and obligations of the Borrower contained
        herein constitute legal, valid and binding obligations of the Borrower
        enforceable against the Borrower in accordance with their respective
        terms.

      


      
        	
                 

              	
                4.

              	
                Provisions
                  of General Application.

              


      

      


      (a)  No
        Other Changes.  Except as otherwise expressly provided by this
        Amendment No. 5, all of the terms, conditions and provisions of the Credit
        Agreement and each of the other Loan Documents remain unaltered.  The
        Credit Agreement and this Amendment No. 5 shall be read and construed as
        one
        agreement.

      


      (b)  Governing
        Law.  This Amendment No. 5 is intended to take effect as a sealed
        instrument and shall be deemed to be a contract under the laws of the State
        of
        Ohio.  This Amendment No. 5 and the rights and obligations of each of
        the parties hereto shall be governed by and interpreted and determined in
        accordance with the laws of the State of Ohio.

      


      (c)  Binding
        Effect; Assignment.  This Amendment No. 5 shall be binding upon
        and inure to the benefit of each of the parties hereto and their respective
        successors in title and assigns.

      


      (d)  Counterparts.  This
        Amendment No. 5 may be executed in any number of counterparts, but all such
        counterparts shall together constitute but one and the same
        agreement.  In making proof of this Amendment No. 5, it shall not be
        necessary to produce or account for more than one counterpart thereof signed
        by
        each of the parties hereto.

      


      (e)  Conflict
        with Other Agreements.  If any of the terms of this Amendment No.
        5 shall conflict in any respect with any of the terms of any of the Credit
        Agreement or any other Loan Document, the terms of this Amendment No. 5 shall
        be
        controlling.

      


      (f)  Condition
        Precedent.  The effectiveness of this Amendment No. 5 is subject
        to the condition precedent that the Agent shall have received, in form and
        substance satisfactory to it, an executed original of this Amendment No.
        5 from
        each Borrower and from the Majority Lenders.

      


      
        
           

        

        
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      WITNESS
        the execution hereof, under seal, as of the day and year first written
        above

      


      


      KEYBANK
        NATIONAL ASSOCIATION,

      as
        Administrative Agent

       

       

      


      
        
          	
                   

                	
                  By:

                	
                  _________________________

                


          	 	 	
                  Name:

                


          	 	 	Title:


        

         

      

      
 

      


      


      (Signatures
        continued on next page)

      


      


      
        
           

        

        
          -4-

          
            

          

        

        
           

        

         

      

      WHITESTONE
        REIT

      


      
        	
                 

              	
                By:

              	
                Whitestone
                  Commercial Properties REIT, a Maryland real estate investment trust,
                  its
                  sole general partner

              


      

      


      


      
        
          	
                   

                	
                  By:

                	
                  _________________________

                


          	 	 	
                  James
                    C. Mastandrea, CEO

                


        

         

        



      

      


      WHITESTONE
        REIT OPERATING PARTNERSHIP III LP

      


      
        	
                 

              	
                By:

              	
                Whitestone
                  REIT Operating Partnership III GP LLC, a Texas limited liability
                  company,
                  its sole general partner

              


      

      


      
        	
                 

              	
                By:

              	
                Whitestone
                  REIT, a Maryland real estate investment trust, its sole
                  member

              


      

      


      
        	
                 

              	
                By:

              	
                Whitestone
                  Commercial Properties REIT, a Maryland real estate investment trust,
                  its
                  sole general partner

              


      

      


      


      
        
          	
                   

                	
                  By:

                	
                  _________________________

                


        

        
          	
                   

                	
                  James
                    C. Mastandrea, CEO

                


        

        

 

      

      WHITESTONE
        REIT OPERATING PARTNERSHIP III GP LLC, a Texas limited liability
        company

      


      
        	
                 

              	
                By:

              	
                Whitestone
                  REIT, a Maryland real estate investment trust, its sole
                  member

              


      

      


      
        	
                 

              	
                By:

              	
                Whitestone
                  Commercial Properties REIT, a Maryland Real estate investment trust,
                  its
                  sole general partner

              


      

      


      


      


      
        	
                 

              	
                By:

              	
                ____________________________

              


      

      
        	
                 

              	
                James
                  C. Mastandrea, CEO

              


      

      


      


      
        
           

        

        
          -5-

          
            

          

        

        
           

        

         

      

      WHITESTONE
        REIT OPERATING PARTNERSHIP III LP LTD, a Texas limited
        partnership

      


      
        	
                 

              	
                By:

              	
                Whitestone
                  REIT Operating Partnership III GP LLC, a Texas limited liability
                  company,
                  its sole general partner

              


      

      


      
        	
                 

              	
                By:

              	
                Whitestone
                  REIT, a Maryland real estate investment trust, its sole
                  member

              


      

      


      
        	
                 

              	
                By:

              	
                Whitestone
                  Commercial Properties REIT, a Maryland Real estate investment trust,
                  its
                  sole general partner

              


      

      


      


      


      
        	
                 

              	
                By:

              	
                _________________________

              


      

      
        	
                 

              	
                James
                  C. Mastandrea, CEO

              


      

      


      ACCEPTED
        AND AGREED AS OF

      THE
        DATE
        FIRST WRITTEN ABOVE:

      


      WHITESTONE
        COMMERCIAL PROPERTIES REIT, a

      Maryland
        real estate investment trust, Guarantor

      


      


      


      
        	
                By:

              	
                _________________________________

              


      

      
        	
                 

              	
                James
                  C. Mastandrea, CEO

              


      

    

     

     

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