such period of downgrade or
discontinuance and actually paid by the Borrower on the Advances at the
differential between such Applicable Margins, and the differential of the
Facility Fees paid during such period of downgrade.
If a rating agency upgrade results in a decrease in the ABR Applicable Margin,
LIBOR Applicable Margin or Facility Fee Rate and if such upgrade is reversed and
the affected Applicable Margin is restored within ninety (90) days thereafter,
Borrower shall be required to pay an amount to the Lenders equal to the interest
differential on the Advances and the differential on the Facility Fees during
such period of upgrade.
6.
SECTION 7.20 (I) OF THE CREDIT AGREEMENT IS HEREBY AMENDED AND
RESTATED TO READ AS FOLLOWS:
"the ratio of Adjusted EBITDA to Fixed Charges to be less than 1.50 to 1.0 for
the preceding 12 full calendar months throughout the remaining term of the
Facility;"
7.
SECTION 7.20 (III) OF THE CREDIT AGREEMENT IS HEREBY AMENDED AND
RESTATED TO READ AS FOLLOWS:
"the ratio obtained by dividing: (a) the Property Operating Income from all
Unencumbered Assets by (b) interest on Consolidated Unsecured Indebtedness to be
less than 1.75 to 1.0 for the quarter then ended."
8.
SECTION 7.25 OF THE CREDIT AGREEMENT IS HEREBY AMENDED AND
RESTATED TO READ AS FOLLOWS:
Notice of Rating Change.
The Borrower shall notify the Administrative Agent
promptly if there is any change in the long term unsecured debt rating of the
Borrower from Moody's or S&P.
9.
EXHIBIT A ATTACHED TO THE CREDIT AGREEMENT IS HEREBY REPLACED
WITH EXHIBIT A ATTACHED TO THIS AMENDMENT.
10.
BORROWER AND GUARANTOR HEREBY REPRESENT AND WARRANT THAT:
(A)
NO DEFAULT OR UNMATURED DEFAULT EXISTS UNDER THE LOAN DOCUMENTS;
(B)
THE LOAN DOCUMENTS ARE IN FULL FORCE AND EFFECT AND BORROWER AND
GUARANTOR HAVE NO DEFENSES OR OFFSETS TO, OR CLAIMS OR COUNTERCLAIMS RELATING
TO, THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS;
2
(C)
NO CHANGES HAVE BEEN MADE TO THE ORGANIZATIONAL DOCUMENTS OF THE
BORROWER OR GUARANTOR SINCE THE DATE OF THE CREDIT AGREEMENT UNLESS SUCH CHANGES
HAVE BEEN PREVIOUSLY PROVIDED TO ADMINISTRATIVE AGENT;
(D)
THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN THE FINANCIAL
CONDITION OF
BORROWER OR THE GUARANTOR SINCE JUNE 30, 2007; AND
(E)
BORROWER AND GUARANTOR HAVE FULL POWER AND AUTHORITY TO EXECUTE
THIS AMENDMENT.
11.
THE "EFFECTIVE DATE" SHALL BE THE DATE ON WHICH THIS AMENDMENT
SHALL HAVE BEEN EXECUTED BY BORROWER, GENERAL PARTNER, ADMINISTRATIVE AGENT, AND
THE REQUIRED LENDERS (INCLUDING EACH LENDER WHOSE COMMITMENT HAS BEEN
INCREASED), AND ALL FEES DUE TO APPROVING LENDERS, AND THE FEES AND EXPENSES OF
THE ARRANGERS HAVE BEEN PAID.
12.
AS EXPRESSLY MODIFIED AS PROVIDED HEREIN, THE CREDIT AGREEMENT
SHALL CONTINUE IN FULL FORCE AND EFFECT, AND GUARANTOR REAFFIRMS ALL OF ITS
OBLIGATIONS UNDER THE GUARANTY.
13.
THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, ALL
OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AGREEMENT, AND ANY OF THE PARTIES
HERETO MAY EXECUTE THIS AMENDMENT BY SIGNING ANY SUCH