SECOND AMENDMENT OF LOAN AGREEMENT
SECOND AMENDMENT OF LOAN AGREEMENT (as the same may be amended or otherwise
modified from time to time, the "Amendment"), dated as of the 17th day of March,
1997, among FLEET BANK, NATIONAL ASSOCIATION, a national banking association,
having an office at ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ("Fleet"),
FIRST AMERICAN BANK TEXAS SSB, a Texas State Savings Bank, having an office at
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ("FAB"; Fleet and FAB are,
collectively, the "Lender"); CORPORATE REALTY INCOME FUND I, L.P., a Delaware
limited partnership, having an office at ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
("Borrower"); and Fleet, as Agent for the Lender.
W I T N E S S E T H:
WHEREAS, pursuant to that certain Loan Agreement dated as of September 26,
1996 between Fleet and Borrower (as heretofore amended and the same may further
be amended or otherwise modified from time to time, the "Loan Agreement"), Fleet
made a loan to Borrower in the original principal amount of up to forty-four
Million and 00/100 ($44,000,000.00) Dollars (the "Loan");
WHEREAS, the Loan is evidenced by that certain promissory note of even date
with the Loan Agreement (as heretofore amended and as the same may further be
amended or otherwise modified from time to time, the "Note") made by Borrower
payable to the order of Fleet;
WHEREAS, pursuant to that certain Intercreditor Agreement dated as of
February 28, 1997 (as the same may be amended or otherwise modified from time to
time, the "Intercreditor Agreement") between Fleet and FAB and consented to by
Borrower, FAB has become a party to the Loan Agreement and Agent was appointed
to act as Agent;
WHEREAS, concurrently herewith Borrower is acquiring property commonly
known as Alamo Towers, San Antonio, Texas (the "San Antonio Project"); and
WHEREAS, Lender and Borrower desire to modify and amend the terms and
provisions of the Loan Agreement as hereinafter provided.
NOW, THEREFORE, in consideration of the covenants set forth herein and for
other good and valuable consideration, the receipt and legal sufficiency of
which is hereby acknowledged, Lender, Borrower and Agent hereby agree as
follows:
1. Definitions. All capitalized terms used herein without definition and which
are defined in the Loan Agreement are used herein with the meanings
assigned to such terms in the Loan Agreement.
2. San Antonio Project. Lender hereby confirms and agrees that the San Antonio
Project shall be deemed to be a Project and that the amount of title
insurance to be purchased with respect to the San Antonio Project is
$12,002,375.
3. Amendments to Loan Agreement. The Loan Agreement is hereby modified as
follows:
a. EXHIBIT C (which is referred to in SECTION 6.10(c) of the Loan
Agreement) is hereby amended to provide for new Loan allocations for
the Projects. Such revised Loan allocations are as follows:
REVISED LOAN ALLOCATIONS FOR PROJECTS
(i) Alamo Towers in San Antonio, Texas -$6,711,196.
(ii) 2.06 acre site in the Los Angeles Corporate Center, located in
Monterey Park, California -- $699,083.
(iii) 6.1 acre site at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇
-- $1,342,239
(iv) 4.96 acre site in the Flatiron Industrial Park in the City of
Boulder, Colorado -- $4,474,131
(v) 6.75 acre site in the Las Colinas Office Center, Irving, Texas
-- $5,592,663
(vi) 5 acre site at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
-- $6,487,490
(vii) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, New York-- $18,455,789.
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b. The next to last sentence of SECTION 6.21 of the Loan Agreement is
hereby amended to read, in its entirety, as follows:
"Provided, however, that such 10,000 rentable square foot number
shall be 5,000 rentable square feet with respect to each of the New
York Project and the San Antonio Project."
4. Confirmation Regarding Environmental Compliance and Indemnification
Agreement. Borrower hereby confirms and agrees that, from and after the
date hereof, the San Antonio Project is and shall be considered part of the
Premises (as such term is defined in the Environmental Compliance and
Indemnification Agreement).
5. Outstanding Loans. Borrower represents and warrants to Lender that there
are no offsets, defenses or counterclaims to its obligations under the Loan
Documents and to the extent that any such offsets, defenses or
counterclaims exist without its knowledge, the same are hereby waived to
the fullest extent permitted by law. Except as modified by this Amendment
and by amendments to the other Loan Documents being executed and delivered
concurrently herewith, the terms and provisions of the Loan Documents are
hereby ratified and confirmed in all respects and continue in full force
and effect.
6. Modifications. No provision of this Amendment may be waived, amended or
supplemented except by a written instrument executed by Borrower, Lender
and Agent.
7. Successors and Assigns. This Amendment, which sets forth the entire
understanding of the parties hereto with respect to the subject matter
hereof, inures to the benefit of, and shall be binding upon, the parties
hereto and their respective successors and assigns.
8. Severabilitv. In the event that any one or more of the provisions contained
in this Amendment shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Amendment,
but this Amendment shall be construed as if such invalid,
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illegal or unenforceable provision had never been contained herein.
9. Captions; Counterparts. Captions used in this Amendment are for convenience
of reference only and shall not be deemed a part of this Amendment nor used
in the construction of its meaning. This Amendment may be signed in
counterparts.
IN WITNESS WHEREOF, Borrower, Lender and Agent have duly executed this
Amendment, as of the date and year first above
CORPORATE REALTY INCOME FIND I, L.P.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Jr
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Jr
General Partner
By: 1345 REALTY CORPORATION,
Genral Partner
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Jr
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Jr
President
FLEET BANK, NATIONAL ASSOCIATION,
as a Lender and as Agent
By:
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Title:
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FIRST AMERICAN BANK TEXAS, SSB
By:
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Title:
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