Unconditional
112
Section 13.3.
Discharge Only upon Payment in Full; Reinstatement in Certain
Circumstances
113
Section 13.4.
Subrogation
114
Section 13.5.
Waivers
114
Section 13.6.
Limit on Recovery
114
Section 13.7.
Stay of Acceleration
114
Section 13.8.
Benefit to Guarantors
114
Section 13.9.
Guarantor Covenants
115
Section 13.10.
Keepwell
115
Section 13.11.
Subordination
115
Signature Page
1
EXHIBIT A
-
Notice of Payment Request
EXHIBIT B
-
Notice of Borrowing
EXHIBIT C
-
Notice of Continuation/Conversion
EXHIBIT D-1
-
Term A Note
EXHIBIT D-2
-
Term B Note
EXHIBIT D-3
-
Revolving Note
EXHIBIT D-4
-
Incremental Term Note
EXHIBIT D-5
-
Swing Note
EXHIBIT E
-
Compliance Certificate
‐ix
‐
EXHIBIT F
-
Assignment and Assumption
EXHIBIT G
-
Additional Guarantor Supplement
EXHIBIT H
-
Borrowing Base Certificate
EXHIBIT I-1
-
Form of U.S. Tax Compliance Certificate
EXHIBIT I-2
-
Form of U.S. Tax Compliance Certificate
EXHIBIT I-3
-
Form of U.S. Tax Compliance Certificate
EXHIBIT I-4
-
Form of U.S. Tax Compliance Certificate
SCHEDULE 1
-
Commitments
SCHEDULE 1.1
-
Initial Properties
SCHEDULE 5.1
-
Legacy Houston Properties
SCHEDULE 6.2
-
Subsidiaries
SCHEDULE 6.17
-
Underground Storage Tanks
SCHEDULE 6.26
-
Significant Leases
‐x
‐
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
This Second Amended and Restated Credit Agreement is entered into as of January
31, 2019, by and among Whitestone REIT Operating Partnership, L.P., a Delaware
limited partnership (the "Borrower"), Whitestone REIT and each Material
Subsidiary from time to time party to this Agreement, as Guarantors, the several
financial institutions from time to time party to this Agreement, as Lenders,
and BANK OF MONTREAL, as Administrative Agent as provided herein. All
capitalized terms used herein without definition shall have the same meanings
herein as such terms are defined in Section 5.1 hereof.
PRELIMINARY STATEMENT
WHEREAS, the Borrower, Whitestone REIT and certain Material Subsidiaries of the
Borrower, as Guarantors, the financial institutions party thereto as "Lenders"
and Bank of Montreal, Chicago Branch, as Administrative Agent and the L/C
Issuer, previously entered into an Amended and Restated Credit Agreement dated
as of November 7, 2014 (as heretofore extended, renewed, amended, modified,
amended and restated or supplemented, the "Prior Credit Agreement").
WHEREAS, the Borrower has requested that (i) the maturity date under the Prior
Credit Agreement be extended, (ii) increases to term loans be extended by the
Lenders to the Borrower on the date hereof, and (iii) certain other amendments
be made to the Prior Credit Agreement, and the Administrative Agent, the L/C
Issuer and the Lenders have agreed to such requests on the terms and conditions
set forth in this Agreement, which, for the sake of clarity and convenience,
amends and restates the Prior Credit Agreement in its entirety.
NOW, THEREFORE, in consideration of their mutual agreements contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby amend and restate the Prior
Credit Agreement in its entirety as follows:
SECTION 1.
THE CREDIT FACILITIES.
Section 1.1.
Revolving