FOURTH AMENDMENT TO MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING by and between CORPORATE REALTY INCOME FUND I, L.P. (“Mortgagor”) having an office at 475 Fifth Avenue 21st Floor New York, New York 10017 and BANK OF...
Exhibit 10.3
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Date: As of August 9, 2005
FOURTH AMENDMENT TO MORTGAGE, ASSIGNMENT OF LEASES
AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING
by and between
CORPORATE REALTY INCOME FUND I, L.P.
(“Mortgagor”)
having an office at
000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
and
BANK OF AMERICA, N.A., successor by merger to Fleet National Bank, AS AGENT
having its principal office at
1185 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000
(“Mortgagee”)
This instrument prepared by, and after recording please return to:
Loeb & Loeb LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
FOURTH AMENDMENT TO MORTGAGE, ASSIGNMENT OF LEASES
AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING
FOURTH AMENDMENT TO MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING dated as of August 9, 2005 (as the same may be amended or otherwise modified from time to time, this “Amendment”) by and between CORPORATE REALTY INCOME FUND I, L.P., a Delaware limited partnership (the “Mortgagor”), having an office at 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and BANK OF AMERICA, N.A., successor by merger to Fleet National Bank, a national banking association organized and existing under the laws of the United States of America (the “Mortgagee”), as Agent, having an office at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
WITNESSETH
WHEREAS, the Mortgagor executed and delivered to the Mortgagee that certain Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated September 26, 1996 (as heretofore amended and as the same may further be amended or otherwise modified from time to time, the “Mortgage”) covering all of the Mortgagor’s estate in and to all that tract or parcel of land situate, lying and being in the County of Oklahoma, State of Oklahoma, and more particularly described in Exhibit A annexed to and made a part of this Amendment;
WHEREAS, the Mortgage was recorded in the Oklahoma County Clerk’s Office (the “Clerk’s Office”) on September 30, 1996 in Book 6956, Page 976;
WHEREAS, the Mortgagor and Fleet Bank, National Association, as Lender, are also parties to a Loan Agreement dated as of September 26, 1996 (as the same may be amended or otherwise modified from time to time, the “Loan Agreement”) and, pursuant to the Loan Agreement, the lenders thereunder agreed to lend up to $24,000,000 to the Mortgagor, and, to evidence such loans, the Mortgagor executed and delivered to the Mortgagee the Note;
WHEREAS, payment of the indebtedness of the Mortgagor evidenced by the Note is secured by the Mortgage;
WHEREAS, the Mortgagor and Fleet Bank, National Association, as Lender, entered into a First Amendment of the Loan Agreement and Note dated as of December 6, 1996 (as the same may be amended or otherwise modified from time to time, the “First Amendment”) for the purpose, among others, of increasing the principal amount of the Note from $24,000,000 to $44,000,000, and, as a condition precedent to the effectiveness of the First Amendment, such parties entered into a First Amendment to the Mortgage, amending the Mortgage and reconfirming the provisions thereof;
WHEREAS, the Mortgagor, as Borrower, and Fleet Bank, National Association and other parties, as Lenders, entered into a Second Amendment of Loan Agreement dated as of March 17, 1997 (as the same may be amended or otherwise modified from time to time, the “Second Amendment”) for the purpose, among others, of deeming the San Antonio Project a Project and, consequently, revising the Loan allocations for the Projects;
WHEREAS, Fleet Bank, National Association assigned the Mortgage to the Mortgagee pursuant to an assignment dated March 26, 1997 and recorded on April 10, 1997 in Book 7055, Page 1109 in the Clerk’s Office;
WHEREAS, the Mortgagor, as Borrower, and Fleet Bank, National Association and other parties, as Lenders, entered into a Third Amendment of the Loan Agreement and Note dated as of September 25, 1998 (as the same may be amended or otherwise modified from time to time, the “Third Amendment”) for the purpose, among others, of increasing the principal amount of the Note from $44,000,000 to $49,000,000, and, as a condition precedent to the effectiveness of the Third Amendment, such parties entered into a Second Amendment to the Mortgage, amending the Mortgage and reconfirming the provisions thereof;
WHEREAS, the Mortgagor and Fleet National Bank (in its capacity as agent and as sole lender) entered into an Amended and Restated Loan Agreement dated as of October 12, 2000 (as the same may be amended or otherwise modified from time to time, the “Amended Loan Agreement”) and an Amended and Restated Secured Promissory Note dated as of October 12, 2000 (as the same may be amended or otherwise modified from time to time, the “Amended Note”) for the purpose, among others, of decreasing the principal amount of the Note from $49,000,000 to $25,000,000;
WHEREAS, since the date of the Amended Note, the outstanding principal amount of the Amended Note has decreased from $25,000,000 to $3,104,289.23;
WHEREAS, the Mortgagor and the Mortgagee (in its capacity as agent and as sole lender) are simultaneously entering into a First Amendment to Amended and Restated Loan Agreement (the “Loan Agreement Amendment”) and a First Amendment to Amended and Restated Secured Promissory Note (the “Note Amendment”) for the purpose, among others, of increasing the principal amount of the Note from $3,104,289.23 to $6,104,289.23; and
WHEREAS, it is a condition precedent to the effectiveness of the Loan Agreement Amendment and the Note Amendment that each of the parties hereto shall have executed and delivered this Amendment, thereby amending the Mortgage and each of the parties hereto is willing to do so.
NOW, THEREFORE, the parties to this Amendment hereby agree as follows:
1. All capitalized terms used herein without definition and which are defined in the Mortgage are used herein with the meanings assigned to such terms in the Mortgage.
2. All references in the Mortgage to “Fleet National Bank” shall hereafter be deemed to be references to “Bank of America, N.A., successor by merger to Fleet National Bank, a national banking association organized and existing under the laws of the United States of America.”
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3. The descriptions in the Mortgage to the Note being in the principal amount of $24,000,000, as subsequently amended by the First Amendment to the Mortgage so that all of such references became references to a Note in the principal amount of $44,000,000, by the Second Amendment to the Mortgage so that all such references became references to a Note in the principal amount of $49,000,000, and by the Third Amendment to the Mortgage so that all such references became references to a Note in the principal amount of $25,000,000, are hereby further amended so that all of such references shall be to a Note in the principal amount of $3,104,289.23.
4. All references in the Mortgage to the Note shall hereafter be deemed to be references to the Amended Note, as amended by the Note Amendment, and all references in the Mortgage to the Loan Agreement shall hereafter be deemed to be references to the Amended and Restated Loan Agreement, as amended by the Loan Agreement Amendment.
5. The definition of “Permitted Encumbrances” in the Mortgage is hereby amended to mean each of the exceptions to coverage set forth in Schedule B – Section II of that certain Title Policy issued by Chicago Title Insurance Company to and accepted by the Mortgagee insuring the Trust Deed as supplemented by any endorsements issued on or about the date hereof and such other items as the Mortgagee, in its sole discretion, may approve in writing.
6. The following language is added as SECTION 8.3 of the Mortgage:
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8.3 Interest Rate Protection Agreement. This Mortgage shall secure the payment of all amounts that may be due and payable pursuant to the terms of any interest rate swap, cap or other interest rate protection agreement (collectively, the “Hedge Agreement”) now or hereafter entered into between the Mortgagor and the Mortgagee or their respective designees, including, without limitation, the obligation of the Mortgagor to make payments thereunder and to pay any amounts which may become due upon a termination thereof. All such payments with respect to such Hedge Agreement shall be deemed to be additional interest under the Note. The additional interest shall be secured by this Mortgage (even if the principal balance has been paid in full) and the Mortgagor shall not be entitled to a satisfaction, termination or release of this Mortgage, and the lien and conveyance created by this Mortgage shall continue, if and so long as any additional interest under the Note and/or the Hedge Agreement payable by the Mortgagor remains outstanding and unpaid and/or any Hedge Agreement remains outstanding. A copy of the Hedge Agreement, if any, is on file with the Mortgagor. Any breakage costs incurred under any Hedge Agreement shall be deemed to be additional interest under the Note and not principal, and any reference to “principal” in this Mortgage shall not be deemed to apply to such breakage costs. |
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7. The granting clauses of the Mortgage are hereby restated in their entirety and incorporated herein and the Mortgagor hereby ratifies and restates such granting clauses as incorporated herein.
8. The Mortgage, as modified by this Amendment, and all covenants of the Mortgagor made in the Mortgage are hereby ratified and confirmed by the Mortgagor in all respects, and the Mortgage, as so modified, shall continue in full force and effect in accordance with its terms.
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IN WITNESS WHEREOF, each of the parties has caused these presents to be signed and attested, all as of the day and year first above written.
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ATTEST: |
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CORPORATE REALTY INCOME FUND I, L.P. |
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By: |
/s/ XXXXXX X. XXXXXXX, XX. |
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Xxxxxx X. Xxxxxxx, Xx., |
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General Partner |
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By: |
1345 REALTY CORPORATION |
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General Partner |
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By: |
/s/ XXXXXX X. XXXXXXX, XX. |
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Xxxxxx X. Xxxxxxx, Xx., |
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President |
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ATTEST: |
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BANK OF AMERICA, N.A., AS AGENT |
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/s/ XXXXXXX X. XXXX |
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Xxxxxxx X. Xxxx, Senior Vice President |
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STATE OF NEW YORK |
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On the 8 day of August in the year 2005 before me, the undersigned, personally appeared Xxxxxx X. Xxxxxxx, Xx., personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
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Signature and Office of individual taking acknowledgment |
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STATE OF NEW YORK |
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COUNTY OF NEW YORK |
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On the 8 day of August in the year 2005 before me, the undersigned, personally appeared Xxxxxxx X. Xxxx, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
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Signature and Office of individual taking acknowledgment |
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