EXHIBIT 4.4
-----------
THIRD AMENDMENT TO
CONVERTIBLE TERM LOAN AGREEMENT
THIS THIRD AMENDMENT TO CONVERTIBLE TERM LOAN AGREEMENT
(this"Third Amendment"), dated as of September 13, 1999, is made by and
among BANYAN STRATEGIC REALTY TRUST, a Massachusetts business trust
("Company"), and THE ENTITIES LISTED ON THE SIGNATURE PAGES HEREOF
(collectively, "Lenders"),with reference to the following Recitals:
R E C I T A L S:
A. Company and Lenders are parties to that certain Convertible
Term Loan Agreement dated as of October 10, 1997, as amended by that
certain First Amendment to Convertible Term Loan Agreement dated as of
March 30, 1998 and as further amended by that certain Second Amendment to
Convertible Term Loan Agreement dated as of June 26, 1999 (as amended, the
"LOAN AGREEMENT"). Initially capitalized terms used in this Third
Amendment and not otherwise defined herein shall have the meaning given
such terms in the Loan Agreement, unless the context clearly indicates
otherwise.
B. Section 2.3 of the Loan Agreement provides that a loan fee in
the amount of two percent of the balance of the Loans outstanding is due on
October 14 of each year beginning with 1998.
C. For the 1999 calendar year only, the parties desire to extend
to November 15, 1999 from October 14, 1999, the date upon which the loan
fee described in Section 2.3 shall be due.
NOW, THEREFORE, with reference to the foregoing Recitals, and
for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Company and Lenders hereby agree as follows:
1. Loan Fees. Notwithstanding the provisions of Section 2.3 of
the Loan Agreement, a loan fee of two percent of the balance of the Loans
then outstanding shall not be due on October 14, 1999, but instead shall be
calculated as of November 15, 1999 and shall be due on November 15, 1999 in
respect to the balance of the Loans outstanding on November 15, 1999.
2. Except as expressly modified by this Third Amendment, Company
and Lenders acknowledge and agree that the Loan Agreement and the other
Loan Documents are unmodified and remain in full force and effect.
Company hereby ratifies and affirms its obligations under the Loan
Agreement (as modified by this Third Amendment) and the other Loan
Documents.
3. This Third Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute one and the same
instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature
pages are physically attached to the same document.
IN WITNESS WHEREOF, the parties hereto have caused this Third
Amendment to be executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.
COMPANY: BANYAN STRATEGIC REALTY TRUST,
a Massachusetts business trust
By: /s/ XXXXXX X. XXXXXXX
----------------------------------------
Printed Name: Xxxxxx X. Xxxxxxx
Title: Vice President
AGENT: MORGENS, WATERFALL, VINTIADIS & COMPANY, INC.,
a New York corporation
By: /s/ XXXXXX X. XXXXXXXX
----------------------------------------
Printed Name: Xxxxxx X. Xxxxxxxx
Title: Authorized Agent
LENDERS: RESTART PARTNERS, L.P.,
a Delaware limited partnership
By: PRIME GROUP L.P.,
a Delaware limited partnership,
its General Partner
By: PRIME GROUP, INC.,
a Delaware corporation,
its General Partner
By: Xxxxxx X. Xxxxxxxx
(whose signature appears below),
Authorized Agent
RESTART PARTNERS II, L.P.,
a Delaware limited partnership
By: PRIME GROUP II, L.P.,
a Delaware limited partnership,
its General Partner
By: PRIME GROUP, INC.,
a Delaware corporation,
its General Partner
By: Xxxxxx X. Xxxxxxxx
(whose signature appears below),
Authorized Agent
(SIGNATURES CONTINUED ON NEXT PAGE)
RESTART PARTNERS III, L.P.,
a Delaware limited partnership
By: PRIME GROUP III, L.P.,
a Delaware limited partnership,
its General Partner
By: PRIME GROUP, INC.,
a Delaware corporation,
its General Partner
By: Xxxxxx X. Xxxxxxxx
(whose signature appears below),
Authorized Agent
ENDOWMENT RESTART LLC,
a Delaware limited liability company
By: ENDOWMENT PRIME LLC,
a Delaware limited liability company,
its Managing Member
By: Xxxxxx X. Xxxxxxxx
(whose signature appears below),
Authorized Agent
MORGENS WATERFALL INCOME PARTNERS, L.P.,
a New York limited partnership
By: MW CAPITAL, LLC,
a Delaware limited liability company,
its General Partner
By: Xxxxxx X. Xxxxxxxx
(whose signature appears below),
Authorized Agent
/s/ XXXXXX X. XXXXXXXX
-------------------------------------------------------
Xxxxxx X. Xxxxxxxx
for the entities and in the capacities described above
