Exhibit 10.33
FOURTH AMENDMENT TO CREDIT AGREEMENT
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This Fourth Amendment to Credit Agreement is made as of the 24th day of
April, 1998 by and among PRIME GROUP REALTY, L.P., a Delaware limited
partnership (the "Borrower"), PRIME GROUP REALTY TRUST, a Maryland trust (the
"Company") and BANKBOSTON, N.A., a national banking association ("BankBoston"),
PRUDENTIAL SECURITIES CREDIT CORPORATION, a Delaware corporation ("Prudential"),
the other lending institutions which are from time to time listed on Schedule 1,
(collectively, with BankBoston and Prudential, the "Lenders") and BANKBOSTON,
N.A., as agent for itself and such other lending institutions (the "Agent").
WHEREAS, the parties hereto are parties to that certain Credit Agreement
dated as of November 17, 1997 as amended by First Amendment to Credit Agreement
dated as of December 15, 1997 and by Second Amendment to Credit Agreement dated
as of March 16, 1998 and as amended and restated by Third Amendment to Credit
Agreement dated as of March 30, 1998 (the "Existing Agreement"); and
WHEREAS, the parties have agreed to amend the Existing Agreement to further
modify the definitions of Collateral Value and Commitment Decrease Date.
NOW, THEREFORE, the parties hereby agree that effective upon the date
hereof the Existing Agreement is amended as follows:
1. Definitions: (S)1.1 of the Existing Agreement is amended to provide
that the following terms shall have the following meanings and, to the extent
that any of the following terms are already defined in the Existing Agreement,
such definitions shall be deemed to be amended and restated by the following
definitions:
Collateral Value. With respect to each Mortgaged Property an amount equal
to the lesser of its Appraised Value or its Borrowing Base Value, provided that
the Collateral Value of an Assigned Mortgaged Property shall be an amount equal
to the least of: (i) its Appraised Value, (ii) its Borrowing Base Value, (iii)
the Borrower's net acquisition cost for the Assigned Note and related documents
or (iv) the outstanding principal amount of the applicable Assigned Note and
provided that effective on May 15, 1998 the Collateral Value of the Continental
Towers Property shall become zero.
Commitment Decrease Date. The earlier of (i) the date that the Continental
Towers Property is released as an Assigned Mortgaged Property or (ii) May 15,
1998.
2. Amendment Fee. As consideration for this Amendment the Borrower shall
pay to the Agent, upon execution hereof, an Amendment Fee of $100,000.00. The
Agent shall promptly distribute such Amendment Fee among the Lenders in
proportion to their respective Commitment Percentages applicable prior to the
Commitment Decrease Date.
3. Representations and Warranties. The Borrower and the Company represent
and warrant that each of the representations and warranties contained in (S)6 is
true, correct and complete in all material respects as of the date hereof to the
same extent as though made on such date and that no Default or Event of Default
has occurred and is continuing on the date hereof.
4. Effectiveness of Loan Documents. The Borrower hereby confirms that
each of the Security Documents shall continue to secure the payment and
performance of all of the Obligations under the Existing Agreement as amended
hereby and the Borrower's obligations under the Security Documents shall
continue to be valid and enforceable and shall not be impaired or limited by the
execution or effectiveness of this Amendment. Every reference contained in the
Loan Documents to the Credit Agreement shall mean and be a reference to the
Existing Agreement as amended hereby and as the Credit Agreement may be further
amended. Except as specifically amended by this Amendment, the Existing
Agreement and each of the Loan Documents shall remain in full force and effect
and are hereby ratified and confirmed.
5. Miscellaneous. This Amendment shall be governed by, interpreted and
construed in accordance with all of the same provisions applicable under the
Existing Agreement including, without limitation, all definitions set forth in
(S)1.1, the rules of interpretation set forth in (S)1.2, the provisions relating
to governing law set forth in (S)20, the provisions relating to counterparts in
(S)22 and the provision relating to severability in (S)26.
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as a
sealed instrument as of the date first set forth above.
WITNESS: BANKBOSTON, N.A.
[illegible] /s/ Xxxx X. Xxxxx
____________________________ By:_____________________________________
Xxxx X. Xxxxx
_____________________________________
Vice President
Its:_________________________________
PRUDENTIAL SECURITIES CREDIT CORPORATION
Xxxx Robistelli /s/ Xxxx X. Xxxxxx
____________________________ By:_____________________________________
Xxxx X. Xxxxxx
_____________________________________
Vice President
Its:_________________________________
SOCIETE GENERALE
[illegible] /s/ M. Xxxxx Xxxxxxx
____________________________ By:_____________________________________
M. Xxxxx Xxxxxxx
_____________________________________
Its:_________________________________
COMMERZBANK AG
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By: /S/ E. Xxxxxx Xxxxx /S/ Xxxxx X. Xxxxx
---------------------------- ------------------------ -----------------------
E. Xxxxxx Xxxxx Xxxxx X. Xxxxx
Its: Assistant Treasurer Senior Vice President
BANQUE NATIONALE DE PARIS
/S/ Xxxxx Xxxxx By: /S/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Its: Vice President and Manager
PRIME GROUP REALTY TRUST
/S/ Xxxxxxx X. XxXxxxxx By: /S/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Its: Executive Vice President and
Chief Financial Officer
PRIME GROUP REALTY, L.P.
By: PRIME GROUP REALTY TRUST,
its managing general partner
/S/ Xxxxxxx X. XxXxxxxx By: /S/ Xxxxxxx X. Xxxxxx
---------------------------- ------------------------------------
Xxxxxxx X. Xxxxxx
Its: Executive Vice President and
Chief Financial Officer
