Contract
EXHIBIT No. 10.6
AMENDMENT TO OMNIBUS FIRST MODIFICATION TO SENIOR LOAN DOCUMENTS
THIS AMENDMENT TO OMNIBUS FIRST MODIFICATION TO SENIOR LOAN DOCUMENTS (this
"Agreement") is made and dated as of January 2, 2002 by and among DEARBORN
CENTER, L.L.C., a Delaware limited liability company ("Borrower"), BAYERISCHE
HYPO- UND VEREINSBANK AG, NEW YORK BRANCH ("Agent"), a banking corporation
organized under the laws of the Federal Republic of Germany, as a lender and as
agent for the lenders from time to time party to the Credit Agreement, as
hereinafter defined (each, a "Lender" and, collectively, "Lenders"), and PRIME
GROUP REALTY, L.P., a Delaware limited partnership ("PGLP"). All capitalized
terms used herein but not defined herein shall have the meanings set forth in
the Credit Agreement (as hereinafter defined).
W I T N E S S E T H:
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WHEREAS, on March 12, 2001, the parties executed and delivered that certain
Omnibus First Modification to Senior Loan Documents (the "First Modification").
WHEREAS, the parties agree to amend the First Modification on the terms set
forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
Section 1. Amendment to Section 3 of the First Modification.
The reference to "December 31, 2002" in Section 3(a)(i) of the First
Modification is hereby deleted in its entirety and "March 31, 2003" is inserted
in lieu thereof.
Section 2. Miscellaneous.
(a) Governing Law. The terms and provisions hereof and the rights and
obligations of the parties hereunder shall in all respects be governed by, and
construed and enforced in accordance with, the internal laws of the State of New
York.
(b) Full Force. Except as expressly set forth herein, the Loan Documents
(including, without being limited to, the First Modification and the Completion
Guaranty) shall remain in full force and effect and are hereby ratified and
confirmed in all respects.
(c) Binding; No Amendment. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
permitted assigns. This Agreement shall not be modified orally, but only by a
writing executed by all of the parties hereto.
(d) Multiple Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the date and year first above written. DEARBORN CENTER, L.L.C. By: Prime/Xxxxxxx Development Company, L.L.C., its sole member By: Xxxxx Xxxxxxx L.L.C., its managing member By: /s/ Xxxx X. Xxxxxxxxx ------------------------ Name: Xxxx X. Xxxxxxxxx Title: Member BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH By: /s/ Xxxxx Xxxx --------------- Name: Xxxxx Xxxx Title: Director By: /s/ Xxxxxxx X. Xxxxxx --------------------- Name: Xxxxxxx X. Xxxxxx Title: Managing Director PRIME GROUP REALTY, L.P. By: Prime Group Realty Trust, its managing general partner By: /s/ Xxxxx X. Xxxxxxxx --------------------- Name: Xxxxx X. Xxxxxxxx Title: Co-President