EXHIBIT 4(ss)
Modification of Interest Rate for the Credit Agreement between CRIIMI MAE
Management, Inc. and Signet Bank/Virginia
August 22, 1995
CRIIMI Mae Management, Inc.
The CRI Building
00000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxx 00000
Re: Credit Agreement Dated as of June 30, 1995 - Modification of Interest Rate
Ladies and Gentlemen:
Reference is made to the Credit Agreement dated as of June 30, 1995 (the "Credit
Agreement"), between CRIIMI Mae Management, Inc., a Maryland corporation (the
"Borrower") and Signet Bank/Virginia, a Virginia banking corporation (the
"Bank"). Except as otherwise provided, capitalized terms used herein and not
defined shall have the meanings set forth in the Credit Agreement.
The Borrower and the Bank wish to provide for the reduction of the interest
rates charged on the Loan under the Credit Agreement on the terms and subject to
the conditions set forth herein. Accordingly, upon your acceptance hereof in
the space provided for that purpose below and the satisfaction of the conditions
contained herein, the Borrower and the Bank hereby agree as follows:
I. Reduction of Interest Rate
Any provision in the Loan Documents to the contrary notwithstanding, provided
that no Default or Event of Default shall have occurred and be continuing under
the Credit Agreement, the Preferred Principal Balance of the Loan shall bear
interest at a rate per annum equal to the interest rate otherwise provided in
the Credit Agreement minus the Reduction Margin, provided, however, that the
interest rate payable on the Preferred Principal Balance shall never be less
than zero, and provided further that the principal balance of the Loan in excess
of the Preferred Principal Balance shall continue to bear interest at the rate
per annum provided in the Credit Agreement.
II. Definitions. The following terms, as used herein, have the following
meanings:
III. "Eligible DDA Balance" means, for any calendar month, the aggregate average
daily collected balances of the non-interest bearing demand deposit accounts
maintained with the Bank listed on Schedule A hereto, as such Schedule may be
amended by the parties hereto from time to time, net of all activity charges and
reserves allocated to such accounts by the Bank.
IV. "Preferred Principal Balance" means, for any calendar month, the Target DDA
Balance for such month plus the Prior Month Surplus or minus the Prior Month
Deficiency, as the case may be; provided, however, that if the Eligible DDA
Balance for the immediately preceding calendar month was less than $500,000, the
Preferred Principal Balance shall be zero.
a. Prior Month Deficiency" means, for any calendar month, the amount, if
any, by which the Target DDA Balance exceeded the Eligible DDA Balance during
the immediately preceding calendar month.
b. Prior Month Surplus" means, for any calendar month, the amount, if
any, by which the Eligible DDA Balance exceeded the Target DDA Balance during
the immediately preceding calendar month.
c. "Reduction Margin" means a per annum interest rate determined by the
Bank in its discretion. The Reduction Margin initially shall be four and three-
quarters percent (4.75%) and shall adjust quarterly on the first day of each
December, February, May and August.
d. "Target DDA Balance" means, for any calendar month, an amount, which
may not be less than $500,000, specified by the Borrower in a notice to the Bank
not less than two Business Days before the first day of such calendar month.
1. No Claims or Defenses.
The Borrower, the Guarantor and the Pledgors acknowledge and
agree that their respective obligations under the Loan Documents are their valid
obligations and, as of the date hereof, there are no claims, setoffs or defenses
to the payment or performance by the Borrower, the Guarantor or any Pledgor of
their respective obligations, and that the Bank may enforce the payment and
performance of such obligations as set forth in the Credit Agreement and Loan
Documents.
2. Miscellaneous.
a. Loan Documents Remain Effect. Except as specifically
provided herein, the Credit Agreement and Loan Documents shall remain in full
force and effect in accordance with their terms.
b. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF VIRGINIA WITHOUT
GIVING EFFECT TO THE CHOICE OF LAW RULES THEREOF.
c. Counterparts. This letter agreement may be executed in any
number of counterparts and by the different parties on different counterparts,
each of which when executed shall be deemed an original, but all of which taken
together shall constitute one and the same agreement.
d. Titles and Captions. Titles and captions of Sections and
Paragraphs hereof are for convenience only and neither limit or amplify the
provisions hereof.
e. Effective Date; Term. This agreement shall be effective as
of August 1, 1995 and shall expire on August 1, 1996.
Very truly yours,
SIGNET BANK/VIRGINIA
By: /s/ Xxxxx X. Xxxxxx
--------------------------
Xxxxx X. Xxxxxx
Vice President
Accepted and Agreed to:
BORROWER:
CRIIMI MAE MANAGEMENT, INC.
By: /s/ Xxx X. Xxxxx
--------------------------------------
Xxx X. Xxxxx
Executive Vice President/ Treasurer
GUARANTOR AND PLEDGOR:
CRIIMI MAE INC.
By: /s/ Xxx X. Xxxxx
------------------------------------
Xxx X. Xxxxx
Executive Vice President/Treasurer
PLEDGORS:
CRIIMI, INC.
By: /s/ Xxx X. Xxxxx
------------------------------------
Xxx X. Xxxxx
Executive Vice President/Treasurer
CRIIMI MAE SERVICES LIMITED PARTNERSHIP
By: CRIIMI MAE MANAGEMENT, INC.,
General Partner
By: /s/ Xxx X. Xxxxx
-------------------------------------
Xxx X. Xxxxx
Executive Vice President/Treasurer
SCHEDULE A
LIST OF ACCOUNTS
Account No. 4400401297
Account No. 4400401321
Account No. 4400385789
Account No. 4400385797
Account No. 4400401289
Account No. 4400401305
Account No. 4400401313
