FIRST AMENDMENT OF LOAN AGREEMENT AND NOTE
FIRST AMENDMENT OF LOAN AGREEMENT AND NOTE (as the same may be amended or
otherwise modified from time to time, the "Amendment"), dated as of the day of
December, 1996, between FLEET BANK, NATIONAL ASSOCIATION, a national banking
association, having an office at ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
("Lender"), and CORPORATE REALTY INCOME FUND I, L.P., a Delaware limited
partnership, having an office at ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
("Borrower").
W I T N E S S E T H:
WHEREAS, pursuant to that certain Loan Agreement dated as of September 26,
1996 between Lender and Borrower (as the same may be amended or otherwise
modified from time to time, the "Loan Agreement"), Lender made a loan to
Borrower in the original principal amount of up to Twenty-Four Million and
00/100 ($24,000,000.00) Dollars (the "Loan");
WHEREAS, the Loan is evidenced by that certain promissory note of even date
with the Loan Agreement (as the same may be amended or otherwise modified from
time to time, the "Note") made by Borrower payable to the order of Lender;
WHEREAS, the Loan is secured by, among other things, the Mortgages; and
WHEREAS, Lender and Borrower desire to modify and amend the terms and
provisions of the Loan Agreement and the Note 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 and Borrower 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. Amendments to Loan Agreement. The Loan Agreement is hereby modified as
follows:
a. SECTION 1.01 is hereby modified to delete the reference to a principal
sum of "TWENTY-FOUR
MILLION AND NO/1OOTHS DOLLARS ($24,000,000)" and, to substitute in
lieu thereof, a reference to a principal sum of "FORTY-FOUR MILLION
AND NO/100THS DOLLARS ($44,000,000)".
b. With respect to SECTION 2.03, Lender understands that Borrower has
assumed the defense in the action entitled ▇▇▇▇▇▇ - ▇▇▇▇▇▇, Inc. v.
Metropolitan Life Insurance Company and currently pending in the New
York Supreme Court, New York County.
c. SECTION 6.04 is hereby amended to delete the reference to a principal
sum of "Twenty-Four Million Dollars ($24,000,000)" and, to substitute
in lieu thereof, a reference to a principal sum of "Forty-Four Million
Dollars ($44,000,000)".
d. SECTION 6.06 is hereby amended to add the following thereto as a new
SECTION 6.06(e):
"(e) Borrower has executed and delivered to Lender a Mortgage
encumbering the Project commonly known as ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ (the "New York Project"). The principal amount of the Loan
allocated to the New York Project is $18,370,000 (the "New York
Advance") and, to account for the difference between the allocated
Loan amount and the release price, the principal amount of the Loan to
be secured by the New York Project shall initially be $20,207,000
(such portion of the Loan, the "New York Tranche"). Notwithstanding
anything in the Loan Documents to the contrary, neither the New York
Advance nor the New York Tranche shall be a revolving loan, and any
repayments of the New York Advance or the New York Tranche may not be
reborrowed, but this provision shall not limit Borrower's right to
receive an Advance to the extent that Advances are otherwise
available.
e. SECTION 6.07 is hereby restated to read, in its entirety, as follows:
"Concurrently with each monthly payment of interest under the Loan,
Borrower shall make monthly principal payments to Lender in an amount
equal to the sum of the following: the initial principal amount of
each advance of the Loan divided by 500, with such calculation to be
made separately for each advance and the monthly payment shall be sum
of such separate calculations. In the event of any repayments of
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the Loan (other than as a result of the required monthly
amortization), Lender shall allocate such repayment to one or more of
the Loan advances and recalculate the required monthly principal
amortization with respect to such advance and the aggregate required
monthly amortization payment, but Lender shall not allocate such
repayment to the New York Advance unless (i) the only portion of the
Loan outstanding is the New York Advance or (ii) Borrower, in writing,
directs Lender to apply such repayment to the New York Advance.
Notwithstanding the provisions of this Agreement allowing Borrower to
reborrow amounts previously repaid, any monthly principal payments
pursuant to this SECTION 6.07 shall reduce the Loan commitment by a
like amount and may not be reborrowed."
f. SECTION 6.08 is hereby amended to delete the reference to "one-quarter
percent (1/4%)" and to substitute, in lieu thereof, a reference to
"one-half of one percent (1/2%)".
g. SECTION 6.09 is hereby amended to delete the language commencing with
"(3) the negotiation" and ending with "counsel to Lender" and to
substitute, in lieu thereof, the following: " (3)(i) the negotiation,
preparation and/or execution of any amendment, waiver, supplement or
modification to any of the Loan Documents and any other documents and
instruments prepared in connection therewith and the consummation of
the transactions contemplated thereby, and (ii) the negotiation,
preparation and/or execution (x) of any participation, intercreditor,
agency and other agreements whereby Lender sells an interest in the
Loans and the execution and delivery of all instruments and documents
related thereto and (y) of any amendments, waivers, supplements or
modifications thereto, including, in the event of costs or expenses
referred to in the preceding clauses (1), (2) and/or (3), the
reasonable fees and disbursements of counsel to Lender."
h. 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:
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REVISED LOAN ALLOCATIONS FOR PROJECTS
(i) 21.15 acre site located in the Ventura Industrial Park in the
city of Woodland, Yolo County, California -- $7,123,600.
(ii) 2.06 acre site in the Los Angeles Corporate Center, located in
Monterey Park, California -- $695,200.
(iii) 6.1 acre site at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇
-- $1,337,600.
(iv) 4.96 acre site in the Flatiron Industrial Park in the city of
Boulder, Colorado -- $4,452,800.
(v) 6.75 acre site in the Las Colinas Office Center, Irving, Texas --
$5,566,000.
(vi) 5 acre site at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
-- $6,454,800.
(vii) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ -- $18,370,000.
i. For the purposes of testing compliance with the provisions of SECTION
6.18(a)(A)(ii) and SECTION 6.18(a)(C), the value attributable to the
New York Project shall be the lesser of (i) the Appraised Value of the
New York Project (as it may change from time to time in accordance
with the provisions of the Loan Agreement); and (ii) 182% of the
outstanding principal amount of the New York Advance.
j. SECTION 6.18(a) of the Loan Agreement is hereby amended to delete the
reference to "two hundred and ten percent" and to substitute in lieu
thereof a reference to "one hundred and eighty two percent" in SECTION
6.18(a)(A)(ii) and to delete the reference to "$1,000,000" and to
substitute in lieu thereof a reference to "$2,000,000" in SECTION
6.18(a)(B).
k. SECTION 6.21 is hereby amended to add the following at the end
thereof:
"Provided, however, that with respect to the New York Project,
such 10,000 rentable square foot number shall be 5,000 rentable square
feet. Any lease which Borrower is to enter into must be on
commercially reasonable terms and conditions.
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l. With respect to the definition of "Debt Service Coverage Ratio" in
SECTION 7.01 of the Loan Agreement (i) such definition is hereby
modified to delete the reference to "1.75%" and to substitute, in lieu
thereof, a reference to "1.50%" and (ii) in calculating Borrower's
cash from operations, fees paid by Borrower to its general partners
shall not be treated as expenses.
3. Amendments to Note. The Note is hereby modified as follows:
a. The reference on the first page of the Note to a "Principal
Amount" of $24,000,000 is hereby amended to be a reference to a
"Principal Amount" of $44,000,000.
b. Effective as of September 26, 1996, all references in the Note to
two and one-quarter percent (2.25%) shall be deemed to be
references to two percent (2.0%). Lender will allow Borrower an
appropriate credit in its next interest payment to adjust for
this retroactive reduction in the interest rate.
4. Confirmation Regarding Environmental Compliance and Indemnification
Agreement. Borrower hereby confirms and agrees that, from and after
the date hereof, the New York 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
and Lender.
7. Successors and Assigns. This Amendment, which sets forth the entire
understanding of the parties hereto
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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. Severability. 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, illegal or unenforceable provision had never been contained
herein.
9. Captions. 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.
IN WITNESS WHEREOF, Borrower and Lender have duly executed this Amendment,
as of the date and year first above
CORPORATE REALTY INCOME FUND
I, L.P.
By: ________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.,
General Partner
By: 1345 REALTY CORPORATION,
General Partner
By: ________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.,
President
FLEET BANK, NATIONAL ASSOCIATION
By:________________________
Title:
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