EXHIBIT 10.64
FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED UNSECURED REVOLVING LOAN
AGREEMENT
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED UNSECURED REVOLVING
LOAN AGREEMENT (this "Amendment") made as of this 29th day of December, 2004, by
and among RAMCO-GERSHENSON PROPERTIES, L. P., a Delaware limited partnership
("Borrower"), RAMCO-GERSHENSON PROPERTIES TRUST, a Maryland real estate
investment trust ("Guarantor"), FLEET NATIONAL BANK ("FB"), KEYBANK NATIONAL
ASSOCIATION ("Keybank"; Keybank and FB are herein collectively referred to as
the "Banks") and FLEET NATIONAL BANK, as Agent (the "Agent" for the Banks).
W I T N E S S E T H:
WHEREAS, Borrower, Guarantor, Agent, and the Banks entered into that
certain Second Amended and Restated Unsecured Revolving Loan Agreement dated as
of December 30, 2002 (the "Loan Agreement"); and
WHEREAS, the parties hereto have agreed to certain modifications and
desire to enter into this Amendment to effect such changes.
NOW, THEREFORE, for and in consideration of the sum of TEN and NO/100
DOLLARS ($10.00), and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto do hereby
covenant and agree as follows:
1. Definitions. All terms used herein which are not otherwise defined
herein shall have the meanings set forth in the Loan Agreement.
2. Modification of the Loan Agreement. Borrower, Guarantor, Agent and
the Banks do hereby modify and amend the Loan Agreement as follows:
(a) The definition of "Applicable Margin" in Section 1.1 of the
Loan Agreement, appearing on page 2 thereof, is hereby amended by deleting the
figures in the column under the heading "LIBOR Rate Loans" and inserting in lieu
thereof the following:
LIBOR Rate Loans
----------------
"Pricing Level 1 ................................... 1.85%
Pricing Level 2 .................................... 1.95%
Pricing Level 3 .................................... 2.00%
Pricing Level 4 .................................... 2.25%"
(b) The definition of "Arranger" in Section 1.1 of the Loan
Agreement, appearing on page 2 thereof, is hereby amended by deleting the
definition in its entirety and inserting in lieu thereof the following:
"Arranger. Banc of America Securities LLC, as successor to Fleet
Securities, Inc."
(c) Line 7 of the definition of "Consolidated Total Adjusted Asset
Value" in Section 1.1 of the Loan Agreement, appearing on page 5 thereof, is
hereby amended by deleting the phrase "(B) nine and one half percent (9.5%)
capitalization rate" and inserting in lieu thereof the following: "(B) nine
percent (9.00%) capitalization rate."
(d) Section 1.1 of the Loan Agreement is hereby amended by adding
the definitions of "Approved Subsidiary", "Borrowing Base", "Encumbered
Property", "Estimated Value", "Existing Indebtedness", "Debt Service Coverage
Amount" and "Qualifying Existing Indebtedness" as follows:
"Approved Subsidiary. A wholly-owned Subsidiary of the Borrower, the
formation and organizational structure of which and the ownership of real
estate assets by which has been approved in writing by the Majority Banks
and whose Encumbered Property will be included in the Borrowing Base.
Borrowing Base. At any time with respect to the Borrower and any Approved
Subsidiary, the Borrowing Base shall be the Borrowing Base for Encumbered
Property owned by the Borrower or any Approved Subsidiary. The Borrowing
Base for Encumbered Property shall be the amount which is the lesser of
(a) the sum of (i) seventy percent (70%) of the Estimated Value of the
Encumbered Property minus (ii) the total Existing Indebtedness; and (b)
the sum of (i) the Debt Service Coverage Amounts for each Encumbered
Property minus (ii) the total Existing Indebtedness.
Debt Service Coverage Amount. At any time determined by the Agent, an
amount equal to the maximum principal loan amount which, when bearing
interest at a rate per annum equal to the greater of (i) the then-current
annual yield on ten (10) year obligations issued by the United States
Treasury most recently prior to the date of determination plus 2.0%
payable based on a 25 year mortgage style amortization schedule (expressed
as a mortgage constant percentage) and (ii) eight percent (8%), would be
payable by the monthly principal and interest payment amount resulting
from dividing (a) the Operating Cash Flow from an individual Encumbered
Property for the preceding four fiscal quarters divided by 1.40 by (b) 12.
Attached hereto as Schedule 1.2 is an example of the calculation of Debt
Service Coverage Amount (such example is meant only as an illustration
based upon the assumptions set forth in such example, and shall not be
interpreted so as to limit the Agent in its good faith determination of
the Debt Service Coverage Amount hereunder as hereinafter provided). The
determination of the Debt Service Coverage Amount and the components
thereof by the Agent shall, so long as the same shall be determined in
good faith, be conclusive and binding absent manifest error. In the event
that the Borrower or any Approved Subsidiary shall have owned an
Encumbered Property for less than four consecutive fiscal quarters, then
for the purpose of determining the Debt Service Coverage Amount, the
Operating Cash Flow with
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respect to such Encumbered Property shall be annualized in such manner as
the Agent shall reasonably determine. For the purpose of calculating
Operating Cash Flow under this definition as to any Encumbered Property,
the Operating Cash Flow Rental Adjustment shall be applied to any
Encumbered Property affected by any of the events described in the
definition of Operating Cash Flow Rental Adjustment.
Encumbered Property. Real Estate that either, (i) as determined by Agent
in its sole discretion and otherwise in accordance with the provisions of
Section 7.19 herein, (a) is owned in fee by the Borrower or any Approved
Subsidiary free and clear of all liens except the liens securing Existing
Indebtedness disclosed to Agent in writing and the liens permitted
pursuant to Section 8.2(ii) and (v) herein; (b) is utilized for a shopping
center or retail facility; (c) is free of all material violations of
Environmental Laws applicable to such Real Estate and any material title
defects; and (d) has Existing Indebtedness outstanding secured by such
Real Estate that is less than fifty-five percent (55%) of the Estimated
Value of such Real Estate, or (ii) is otherwise approved in writing as an
Encumbered Property by the Majority Banks.
Estimated Value. With respect to any Encumbered Property, the Estimated
Value shall be the Operating Cash Flow for the preceding four fiscal
quarters divided by nine percent (9.00%) capitalization rate. In the event
that the Borrower or any Approved Subsidiary shall have owned an
Encumbered Property for less than four consecutive fiscal quarters, then
for the purpose of determining the Estimated Value, the Operating Cash
Flow with respect to such Encumbered Property shall be annualized in such
manner as the Agent shall reasonably determine. For the purpose of
calculating Operating Cash Flow under this definition as to any Encumbered
Property, the Operating Cash Flow Rental Adjustment shall be applied to
any Encumbered Property affected by any of the events described in the
definition of Operating Cash Flow Rental Adjustment.
Existing Indebtedness. With respect to any Encumbered Property, the
Existing Indebtedness shall mean the existing indebtedness outstanding
that is secured by said Encumbered Property.
(e) The definition of "Total Commitment" in Section 1.1 of the
Loan Agreement, appearing on page 14 thereof, is hereby amended by deleting the
last sentence of said definition.
(f) Section 2.1 of the Loan Agreement, appearing on page 15
thereof, is hereby amended by deleting said section in its entirety and
inserting in lieu thereof the following:
"SECTION 2.1. COMMITMENT TO LEND. Subject to the terms and conditions set
forth in this Agreement, each of the Banks severally agrees to lend to the
Borrower (the "Loans"), and the Borrower may borrow (and repay and
reborrow) from time to time between the Closing Date and the Maturity Date
upon notice by the Borrower to the Agent given in accordance with Section
2.5, such sums as are requested by the Borrower for the purposes set forth
in Section 7.11 up to a maximum aggregate principal amount Outstanding
(after giving effect to all amounts requested) not to exceed such Bank's
Commitment; provided, that, in all events no Default or Event of Default
shall have occurred and be continuing; and provided, further that the
Outstanding Loans (after giving effect to all amounts requested)
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shall not at anytime exceed the Borrowing Base. The Loans shall be made
pro rata in accordance with each Bank's Commitment Percentage. Each
request for a Loan hereunder shall constitute a representation and
warranty by the Borrower that all of the conditions set forth in Section
10 and Section 11, in the case of the initial Loan, and Section 11, in the
case of all other Loans, have been satisfied on the date of such request."
(g) The Loan Agreement is hereby amended by deleting Section 3.2,
appearing on page 20 thereof, in its entirety and inserting in lieu thereof the
following:
"SECTION 3.2. MANDATORY PREPAYMENTS. If at any time the aggregate of the
Outstanding Loans exceeds (a) the Total Commitment or (b) the Borrowing
Base, the Borrower shall immediately upon demand pay the amount of such
excess to the Agent for the respective accounts of the Banks for
application to the Loans."
(h) The Loan Agreement is hereby amended by deleting in its
entirety Section 3.6, appearing on page 20 thereof.
(i) The first sentence of Section 7.18 of the Loan Agreement,
appearing on page 42 thereof, is hereby amended by deleting the first sentence
in its entirety and inserting in lieu thereof the following:
"The Borrower shall at all times from and after the date hereof maintain
in full force and effect, an Interest Rate Contract(s) in form and
substance satisfactory to Agent in an amount necessary to insure that not
more than twenty-five percent (25%) of all outstanding "Debt" (as
hereinafter defined) of Borrower and its Subsidiaries is variable rate
Debt."
(j) The Loan Agreement is hereby amended by adding the following
as new Section 7.19, Section 7.20, and Section 7.21 thereof:
"SECTION 7.19. BORROWING BASE ADDITIONS. Provided no Default or Event of
Default shall have occurred hereunder or under the other Loan Documents
and be continuing (or would exist immediately after giving effect to the
transactions contemplated by this Section 7.19), the Borrower from time to
time, by written request to the Agent, may request that an Encumbered
Property be included in the Borrowing Base. Notwithstanding the foregoing,
no Encumbered Property shall be included in the Borrowing Base unless and
until the following conditions precedent shall have been satisfied, unless
waived in writing by the Majority Banks:
(a) any Real Estate to be included shall qualify as an Encumbered
Property pursuant to the terms of this Agreement and Borrower shall,
upon demand, provide to the Agent such evidence as the Agent may
reasonably require to evidence compliance with the definition of
Encumbered Property contained in this Agreement;
(b) the Borrower and any Approved Subsidiary that owns the
Encumbered Property shall submit a certificate to Agent certifying
that no default or event of
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default has occurred and is continuing under the documents
evidencing the Existing Indebtedness.
(c) the Borrower and any Approved Subsidiary that owns the
Encumbered Property shall submit a certificate to Agent certifying
that the representations and warranties contained in Section 6.18
are true and correct in all material respects with respect to each
Encumbered Property.
(d) the Borrower shall submit to the Agent a Compliance Certificate
prepared on a proforma basis (and adjusted in the best good faith
estimate of the Borrower, based on the advice of an accountant, to
give effect to such addition) demonstrating that after giving effect
to such addition, no Default or Event of Default shall exist with
respect to Section 9.4 hereof.
If, at any time, with respect to an Encumbered Property that has been
added to the Borrowing Base, there shall occur a default or event of
default under the documents evidencing the Existing Indebtedness and all
applicable grace or notice and cure periods provided in such documents
have expired, such Encumbered Property shall, effective as of the date of
such default or event of default and the expiration of such grace or
notice and cure period, fail to meet the requirements for inclusion in the
Borrowing Base. If, at any time, an Encumbered Property that is included
in the Borrowing Base no longer meets the requirements in this Agreement
for inclusion in the Borrowing Base, the Encumbered Property shall be
removed from the Borrowing Base, and if the removal of such Encumbered
Property in the calculation of the Borrowing Base shall cause the
Outstanding Loans to exceed the Borrowing Base, then the Borrower shall
pay the amount of such excess to Agent for the respective accounts of the
Banks for application to the Loans. Provided no Default or Event of
Default has occurred and is continuing, the Borrower from time to time
may, by written notice to the Agent, remove an Encumbered Property from
the Borrowing Base, and if the failure to include such Encumbered Property
in the calculation of the Borrowing Base shall cause the Outstanding Loans
to exceed the Borrowing Base, then, as a condition to such removal, the
Borrower shall pay the amount of such excess to Agent for the respective
accounts of the Banks for application to the Loans.
SECTION 7.20. ASSIGNMENT OF EXCESS PROCEEDS. If at any time the Existing
Indebtedness with respect to any Encumbered Property which is included in
the Borrowing Base is refinanced or if there is a sale or other transfer
of any Encumbered Property and there are excess sale or loan proceeds as a
result thereof, Borrower shall and shall cause any Approved Subsidiary to
promptly pay such excess sale or loan proceeds to Agent for the respective
accounts of the Banks for application to the Loans.
SECTION 7.21 NO FURTHER ENCUMBRANCES. Borrower and any Approved Subsidiary
shall maintain the Encumbered Properties which are included in the
Borrowing Base free and clear of all liens, encumbrances, mortgages,
pledges, assignments, charges, restrictions or other security interests of
any kind other than the Existing Indebtedness previously disclosed to
Agent in writing and the liens permitted pursuant to Sections 8.2(ii) and
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(v) herein. Further, Borrower shall not mortgage, pledge, assign or grant
a security interest of any kind in its direct or indirect interest in any
Approved Subsidiary."
(k) Line 7 of Section 8.3(k) of the Loan Agreement is hereby
amended by deleting the figure "30,000,000.00" and inserting in lieu thereof
"50,000,000.00".
(l) The Loan Agreement is hereby amended by adding the following
as a new Section 8.11:
"SECTION 8.11. NO NEGATIVE PLEDGE.
(a) Borrower shall not covenant and shall not permit an Approved
Subsidiary to covenant with any third party, other than the holder of the
Existing Indebtedness, that an Encumbered Property which is included in
the Borrowing Base will not be further mortgaged or encumbered.
(b) Neither the Borrower nor any Approved Subsidiary shall enter
into any agreement, instrument or transaction, other than the documents
and agreements evidencing and securing the Existing Indebtedness, which
has or may have the effect of prohibiting or limiting the Borrower's
ability to pledge to Agent equity interests which is owned directly or
indirectly by Borrower in any Approved Subsidiary that owns an Encumbered
Property included in the Borrowing Base. The Borrower shall and shall
cause the Approved Subsidiaries to take such actions as are necessary to
preserve the right and ability of the Borrower to pledge such equity
interests in the Approved Subsidiaries owning Encumbered Properties
included in the Borrowing Base without any such pledge causing or
permitting the acceleration (after the giving of notice or the passage of
time, or otherwise) of any other indebtedness of the Borrower or any
Approved Subsidiary. The foregoing terms of this Section 8.11(b) shall not
apply to any restriction on pledges in the documents evidencing the
Existing Indebtedness with respect to such Encumbered Property."
(m) The Loan Agreement is amended by deleting in its entirety
Section 9.3 and inserting in lieu thereof the following:
"SECTION 9.3 CONSOLIDATED TANGIBLE NET WORTH. The Borrower will not permit
its Consolidated Tangible Net Worth to be less than $300,000,000.00 plus
seventy-five percent (75%) of any Net Offering Proceeds received by the
Borrower or the Guarantor after September 30, 2004."
(n) The Loan Agreement is hereby amended by adding the following
as a new Section 9.4 thereof:
"SECTION 9.4. AVAILABILITY. The Borrower will not permit the Outstanding
Loans to exceed the Borrowing Base."
(o) Appendix A to the Compliance Certificate attached as Exhibit C
to the Loan Agreement is hereby amended by deleting Appendix A in its entirety
and inserting in lieu thereof the Exhibit C Appendix A attached hereto.
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(p) The Loan Agreement is hereby amended by inserting Schedule 1.2
attached hereto as a new Schedule 1.2 to the Loan Agreement.
3. References to Loan Agreement. All references in the Loan Documents
to the Loan Agreement shall be deemed a reference to the Loan Agreement as
modified and amended herein.
4. Consent of Guarantor. By execution of this Amendment, Guarantor
hereby expressly consents to the modifications and amendments relating to the
Loan Agreement and the Note as set forth herein, and Borrower and Guarantor
hereby acknowledge, represent and agree that the Loan Documents (including
without limitation the Guaranty) remain in full force and effect and constitute
the valid and legally binding obligation of Borrower and Guarantor,
respectively, enforceable against such Persons in accordance with their
respective terms, and that the Guaranty extends to and applies to the foregoing
documents as modified and amended.
5. Representations. Borrower and Guarantor represent and warrant to
Agent and the Banks as follows:
(a) Authorization. The execution, delivery and performance of this
Amendment and the transactions contemplated hereby (i) are within the authority
of Borrower and Guarantor, (ii) have been duly authorized by all necessary
proceedings on the part of such Persons, (iii) do not and will not conflict with
or result in any breach or contravention of any provision of law, statute, rule
or regulation to which any of such Persons is subject or any judgment, order,
writ, injunction, license or permit applicable to such Persons, (iv) do not and
will not conflict with or constitute a default (whether with the passage of time
or the giving of notice, or both) under any provision of the partnership
agreement or certificate, certificate of formation, operating agreement,
articles of incorporation or other charter documents or bylaws of, or any
mortgage, indenture, agreement, contract or other instrument binding upon, any
of such Persons or any of its properties or to which any of such Persons is
subject, and (v) do not and will not result in or require the imposition of any
lien or other encumbrance on any of the properties, assets or rights of such
Persons, other than the liens and encumbrances created by the Loan Documents.
(b) Enforceability. The execution and delivery of this Amendment
are valid and legally binding obligations of Borrower and Guarantor enforceable
in accordance with the respective terms and provisions hereof, except as
enforceability is limited by bankruptcy, insolvency, reorganization, moratorium
or other laws relating to or affecting generally the enforcement of creditors'
rights and the effect of general principles of equity.
(c) Approvals. The execution, delivery and performance of this
Amendment and the transactions contemplated hereby do not require the approval
or consent of or approval of any Person or the authorization, consent, approval
of or any license or permit issued by, or any filing or registration with, or
the giving of any notice to, any court, department, board, commission or other
governmental agency or authority other than those already obtained.
(d) Representations in Loan Documents. The representations and
warranties made by the Borrower and Guarantor and their Subsidiaries under the
Loan Documents or
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otherwise made by or on behalf of the Borrower, the Guarantor or any of their
respective Subsidiaries in connection therewith or after the date thereof were
true and correct in all material respects when made and are true and correct in
all material respects as of the date hereof, except to the extent of changes
resulting from transactions contemplated or permitted by the Loan Documents and
changes occurring in the ordinary course of business that singly or in the
aggregate are not materially adverse, except to the extent that such
representations and warranties relate expressly to an earlier date, and except
as disclosed to the Agent and the Banks in writing and approved by the Agent and
the Majority Banks in writing.
6. No Default. By execution hereof, the Borrower and Guarantor certify
that the Borrower and Guarantor are and will be in compliance with all covenants
under the Loan Documents after the execution and delivery of this Amendment, and
that no Default or Event of Default has occurred and is continuing.
7. Waiver of Claims. Borrower and Guarantor acknowledge, represent and
agree that Borrower and Guarantor as of the date hereof have no defenses,
setoffs, claims, counterclaims or causes of action of any kind or nature
whatsoever with respect to the Loan Documents, the administration or funding of
the Loans or with respect to any acts or omissions of Agent or any of the Banks,
or any past or present officers, agents or employees of Agent or any of the
Banks, and each of Borrower and Guarantor does hereby expressly waive, release
and relinquish any and all such defenses, setoffs, claims, counterclaims and
causes of action, if any.
8. Ratification. Except as hereinabove set forth or in any other
document previously executed or executed in connection herewith, all terms,
covenants and provisions of the Loan Agreement, the Note and the Guaranty remain
unaltered and in full force and effect, and the parties hereto do hereby
expressly ratify and confirm the Loan Agreement, the Note and the Guaranty as
modified and amended herein. Nothing in this Amendment shall be deemed or
construed to constitute, and there has not otherwise occurred, a novation,
cancellation, satisfaction, release, extinguishment or substitution of the
indebtedness evidenced by the Note or the other obligations of Borrower and
Guarantor under the Loan Documents (including without limitation the Guaranty).
9. Counterparts. This Amendment may be executed in any number of
counterparts which shall together constitute but one and the same agreement.
10. Miscellaneous. This Amendment shall be construed and enforced in
accordance with the laws of the State of Michigan (excluding the laws applicable
to conflicts or choice of law). This Amendment shall be binding upon and shall
inure to the benefit of the parties hereto and their respective permitted
successors, successors-in-title and assigns as provided in the Loan Documents.
11. Effective Date. This Amendment shall be deemed effective and in full
force and effect as of the date hereof upon (i) the execution and delivery of
this Amendment by Borrower, Guarantor, Agent and all of the Banks, (ii) delivery
to Agent of such opinions of Borrower's and Guarantor's counsel and evidence of
authority as Agent may reasonably require, and (iii) Agent confirming the
satisfaction of all requirements for effectiveness of that certain First
Amendment to the Revolving Credit Agreement dated as of even date herewith among
Borrower, Guarantor,
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Fleet, individually and as Agent, and the other parties which are signatories
thereto, other than the effectiveness of this Amendment.
12. USA PATRIOT Act Notice. Each Bank that is subject to the Act (as
hereinafter defined) and the Agent (for itself and not on behalf of any Bank)
hereby notifies the Borrower that pursuant to the requirements of the USA
Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
(the "Act"), it is required to obtain, verify and record information that
identifies the Borrower, which information includes the name and address of the
Borrower and other information that will allow such Bank or the Agent, as
applicable, to identify the Borrower in accordance with the Act.
[SIGNATURES BEGIN ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have hereto set their hands as of
the day and year first above written.
BORROWER:
RAMCO-GERSHENSON PROPERTIES, L.P.,
a Delaware limited partnership, by its sole general
partner
By: Ramco-Gershenson Properties Trust, a
Maryland real estate investment trust
By: /s/ Richard J. Smith
Name: Richard J. Smith
Title: Chief Financial Officer
GUARANTOR:
RAMCO-GERSHENSON PROPERTIES
TRUST, a Maryland real estate investment trust
By: /s/ Richard J. Smith
Name: Richard J. Smith
Title: Chief Financial Officer
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FLEET NATIONAL BANK, as a Bank and as
Agent
By: /s/ Michael W. Edwards
Title: Senior Vice President
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DEUTSCHE BANK TRUST COMPANY
AMERICAS
By /s/ Brenda Casey
By /s/ Linda Wang
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[EXHIBIT C]
APPENDIX A
TO
COMPLIANCE CERTIFICATE
A. Borrower and Guarantor Leverage cannot exceed 65% (Section 9.1)
Borrower
1. Consolidated Total Liabilities:
2. Consolidated Total Assets per balance sheet (excluding Real Estate
that is improved and not Under Development, but including any
Redevelopment Property held for less than twelve (12) months):
3. Rolling 4Q Operating Cash Flow from Real Estate that is improved and
not Under Development:
4 Consolidated Total Adjusted Asset Value: ((a) line 2 plus (b) line 3
divided by 9.0%):
5 Company Leverage (line 1 divided by line 4):
6 Line 5 cannot exceed .65.
Guarantor
1 Consolidated Total Liabilities:
2 Consolidated Total Assets per balance sheet (excluding Real Estate
that is improved and not Under Development but including any
Redevelopment Property held for less than twelve (12) months):
3 Rolling 4Q Operating Cash Flow from Real Estate that is improved and
not Under Development:
4 Consolidated Total Adjusted Asset Value: ((a) line 2 plus (b) line 3
divided by 9.0%):
5 Company Leverage: (line 1 divided by line 4):
6 Line 5 cannot exceed .65.
B. Borrower Debt Service Coverage must exceed 1.6 X - rolling 4Q's (Section
9.2)
1 Net Income:
2 Depreciation & Amortization:
3 Interest Expense:
4 Extraordinary/Non-recurring losses:
5 Extraordinary/Non-recurring gains:
6 CapX Reserve Amount ($.10 psf):
7 Operating Cash Flow: (Lines 1+2+3+4-5-6)
8 Debt Service:
9 DSC Ratio: (line 7 divided by line 8)
10 Line 9 must exceed 1.6.
EXHIBIT C-PAGE 1
C. Borrower Minimum Consolidated Tangible Net Worth (Section 9.3)
1 Consolidated Total Adjusted Asset Value
2 Consolidated Total Liabilities:
3 Initial Consolidated Tangible Net Worth: (line 1 minus line 2)
4 Book value intangible assets:
5 Write-up of book value of any assets due to revaluation:
6 Consolidated Tangible Net Worth: (line 3 minus the sum of lines 4
and 5)
7 Net Offering Proceeds from offerings after September 30, 2004:
8 75% of line 7:
9 Minimum Consolidated Tangible Net Worth: ($300,000,000 + line 8)
10 Line 6 must be > than or = to line 9.
D. Distributions cannot exceed 95% of Funds From Operations (Section 8.7(a))
1 Current Quarter Distributions:
2 Prior 3 Quarters Distributions:
3 Total Distributions last 4Q's:
4 GAAP Net Income for last 4Q's:
5 Adjustments to Net Income: (exclude financing costs and gains
(losses) from debt restructuring and sales of property)
6 Depreciation (other than non-real estate depreciation) and
Amortization (other than amortization of deferred financing costs):
7 Other non-cash items:
8 Funds from Operations: (lines 4-5+6+7=)
9 Distributions to Funds from Operations Ratio: (line 3 divided by
line 8) Line 9 cannot exceed .95.
E. Outstanding Loans cannot exceed the Borrowing Base (Section 9.4)
1 Outstanding principal balance of the Loans:
2 Estimated Value: (ATTACH WORKSHEET SHOWING CALCULATIONS)
3 Line 3 X 70% less Existing Indebtedness:
4 Debt Service Coverage Amount less Existing Indebtedness:
5 Lesser of Line 3 or Line 4 must be > than or = to line 1.
EXHIBIT C-PAGE 2
SCHEDULE 1.2
DEBT SERVICE COVERAGE AMOUNT CALCULATION
OCF - Encumbered Properties $_____
Outstandings - Unsecured Revolver $_____
Greater of:
10 - year Treasury Rate plus 2.0%
(___%) amortized over 25 years ___%
or 8.0%
Debt Service Coverage Amount: $_____
Coverage: ____x
Minimum Coverage 1.40x
SCHEDULE 1.2-PAGE 1