SPLITTER AGREEMENT
SPLITTER AGREEMENT (as the same may be amended or otherwise modified from
time to time, this "Agreement"), made as of August 9, 1999 between FLEET BANK,
NATIONAL ASSOCIATION, as Agent ("Agent"), having its principal office at 1133
Avenue of the Americas, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, and CORPORATE
REALTY INCOME FUND I, L.P., a Delaware limited partnership ("Borrower"), having
an office at 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
W I T N E S S E T H:
- - - - - - - - - -
A. Agent, as agent, is the holder of that certain note described on
EXHIBIT A annexed hereto and made a part hereof (as the same may be amended or
otherwise modified from time to time, the "Note"). Borrower is the maker of the
Note.
B. The maximum principal amount of the Note was $49,000,000.
C. The parties hereto desire to split, divide and sever the Note into (x)
that certain $22,594,880 Demand Note (as the same may be amended or otherwise
modified from time to time, the "Demand Note") made as of the date hereof by
Borrower in favor of Agent, as agent, in the principal amount of $22,594,880 and
(y) the remaining $26,405,120 principal indebtedness under the Note, which shall
continue to be evidenced by the Note.
D. The mortgages (the "NY Mortgages") described on EXHIBIT B annexed
hereto heretofore secured the Note. After giving effect to this Agreement, the
NY Mortgages shall secure only the Demand Note and no other portion of the Note.
E. The transactions described in the preceding recitals shall not result
in the cancellation, extinguishment, payment or satisfaction of the Note, the
Demand Note or the NY Mortgages. No new or additional indebtedness under the
Demand Note is to be secured nor is any readvance made thereunder.
NOW, THEREFORE, in consideration of the sum of Ten ($10.00) Dollars paid by
each party to the other, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree:
1. The indebtedness evidenced by the Note is hereby split as provided in
the recitals hereto. From and after the date hereof, the NY Mortgages shall
secure only the Demand Note and no other portion of the Note.
2. Nothing herein shall:
(a) be deemed to cancel, extinguish or constitute payment or
satisfaction of the Note;
(b) constitute a new or additional indebtedness;
(c) constitute a readvance to Borrower; or
(d) evidence any indebtedness other than the same indebtedness
heretofore evidenced by the Note.
IN WITNESS WHEREOF, the parties hereto have caused this Splitter
Agreement to be executed as of the date first above written.
FLEET BANK, NATIONAL ASSOCIATION, as Agent
By:/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Vice President
CORPORATE REALTY INCOME FUND I, L.P.,
a Delaware limited partnership
By: /s/ Xxxxxx X. Xxxxxx, Xx.
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Xxxxxx X. Xxxxxxx, Xx., general partner
By: 1345 Realty Corporation,
general partner
By: /s/ Xxxxxx X. Xxxxxx, Xx.
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Xxxxxx X. Xxxxxxx, Xx., President
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STATE OF NEW YORK )
: ss.:
COUNTY OF )
On the __ day of _________ in the year 1999 before me, the undersigned,
personally appeared Xxxxx X. Xxxxxx, personally known to me or proved to me on
the basis of satisfactory evidence to be the individual whose name is subscribed
to the within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.
------------------------------------
Signature and Office of individual
taking acknowledgement
STATE OF NEW YORK )
: ss.:
COUNTY OF )
On the __ day of _________ in the year 1999 before me, the undersigned,
personally appeared Xxxxxx X. Xxxxxxx, Xx., personally known to me or proved to
me on the basis of satisfactory evidence to be the individual whose name is
subscribed to the within instrument and acknowledged to me that he executed the
same in his capacity, and that by his signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
------------------------------------
Signature and Office of individual
taking acknowledgement
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EXHIBIT A
SECURED PROMISSORY NOTE dated September 26, 1996 in the principal amount
of $24,000,000 made by Corporate Realty Income Fund I, L.P., a Delaware limited
partnership ("Borrower"), to and in favor of Fleet Bank, National Association
("Agent");
AS MODIFIED by that certain FIRST AMENDMENT OF LOAN AGREEMENT AND NOTE
dated as of December 6, 1996 between Borrower and Agent whereby the principal
amount of Borrower's indebtedness was increased to $44,000,000;
AS FURTHER MODIFIED by that certain INTERCREDITOR AGREEMENT
dated as of February 28, 1997 among Lender, First American Bank Texas, SSB and
The Travelers Insurance Company and agreed to by Borrower; and
AS FURTHER MODIFIED by that certain THIRD AMENDMENT OF LOAN AGREEMENT AND
SECOND AMENDMENT OF NOTE dated September 25, 1998, whereby the principal amount
of Borrower's indebtedness was increased to $49,000,000.
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EXHIBIT B
(NY Mortgages)
The Mortgages
1. Mortgage, Assignment of Leases and Rents and Security Agreement from
Corporate Realty Income Fund I, L.P. to Fleet Bank, National Association, in the
original principal amount of $20,207,000.00, dated December 6, 1996 and recorded
on December 12, 1996 in the Office of the City Register, New York County,
December 12, 1996 in Reel 2402, Page 593; which mortgage was assigned by
Assignment of Mortgage Without Covenant from Fleet Bank, National Association to
Fleet Bank, National Association, as Agent (under that certain Loan Agreement
dated September 26, 1996 by and between Fleet Bank, National Association and
Corporate Realty Income Fund I, L.P., as amended) dated March 26, 1997 and
recorded on June 9, 1997 in Reel 2463, Page 1778.
2. Second Mortgage, Assignment of Leases and Rents and Security Agreement
from Corporate Realty Income Fund I, L.P. to Fleet Bank, National Association,
as Agent, in the original principal amount of $2,387,880 dated as of September
25, 1998 and recorded on November 10, 1998 in the office of the City Register,
New York County at Reel 2748, Page 1075.
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