EXHIBIT NO. 10.8
OMNIBUS SECOND MODIFICATION TO MEZZANINE LOAN DOCUMENTS
THIS OMNIBUS SECOND MODIFICATION TO MEZZANINE LOAN DOCUMENTS (this
"Agreement") is made and dated as of March 19th, 2003 by and among PRIME/XXXXXXX
DEVELOPMENT COMPANY, L.L.C., a Delaware limited liability company ("Borrower"),
LNR EASTERN LENDING, LLC, a Georgia limited liability company (the "Lender"),
DEARBORN CENTER, L.L.C., a Delaware limited liability company ("Property Owner")
and PRIME GROUP REALTY, L.P., a Delaware limited partnership ("PGLP").
W I T N E S S E T H:
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WHEREAS, Lender and Borrower are party to that certain Mezzanine
Loan Agreement, as the same has been amended pursuant to that certain Omnibus
First Modification to Mezzanine Loan Documents (the "First Omnibus Amendment"),
that certain Omnibus Second Modification to Mezzanine Loan Documents and that
certain Omnibus Third Modification to Mezzanine Loan Documents, all of even date
herewith (collectively, the " Loan Agreement");
WHEREAS, Property Owner and Bayerische Hypo- Und Vereinsbank AG, New
York Branch (the "Senior Agent") are party to that certain Credit Agreement,
dated as of January 5, 2001, as the same has been amended pursuant to that
certain Omnibus First Modification to Senior Loan Documents dated as of March
12, 2001, as amended by that certain Amendment to Omnibus First Modification to
Senior Loan Documents dated as of January 2, 2002, that certain Omnibus Second
Modification to Senior Loan Documents (the "Second Senior Modification") dated
as of March 26, 2002 and that certain Omnibus Third Modification to Senior Loan
Documents dated as of July 16, 2002 (as so amended, the "Senior Loan
Agreement");
WHEREAS, the parties hereto desire to modify certain financial
covenants contained in the Guaranties on the terms and conditions set forth
herein; and
WHEREAS, this Agreement constitutes an amendment to the Loan
Agreement.
NOW, THEREFORE, in consideration of the modification and waiver of
certain financial covenants contained in the Guaranties and the covenants,
agreements, representations and warranties set forth in this Agreement, the
parties hereto hereby covenant, agree, represent and warrant as follows:
Section 1. TIF Financing.
(a) The Borrower has requested that the Lender approve that certain
Redevelopment Agreement dated as of August 1, 2002 between the Property
Owner and the City of Chicago, through its department of Planning and
Development (the "City") and the transactions contemplated therein (the
"TIF Financing") and has provided the Lender with a copy of such
Redevelopment Agreement. Borrower has heretofore pledged the promissory
note delivered by the City to the Property Owner pursuant to the
Redevelopment Agreement (the "TIF Note") to the Senior Agent. The Property
Owner and the Borrower hereby agree to enter into (or have already entered
into) documentation reasonably acceptable to the Senior Agent and the
Lender to evidence the following agreements:
(i) to deposit into an interest bearing escrow account all payments of any
kind made or to be made under the TIF Note (the "TIF Payments"), including
the proceeds thereof, with the Senior Agent (until the Senior Loan has
been paid in full) or the Lender (after the Senior Loan has been paid in
full); and
(ii) that without the consent of the Senior Agent and the Lender neither of
them shall be entitled to receive any TIF Payments at any time while the
Senior Loan or the Loan is outstanding.
(b) The Property Owner and the Borrower have heretofore (i) established and
funded the Senior Additional Reserve Account (as defined below) and (ii)
entered into a written agreement with the Senior Agent with respect to
disbursements from the Senior Additional Reserve Account.
Section 2. Additional Reserve Account.
PGLP has heretofore deposited One Million Five Hundred Thousand
Dollars ($1,500,000) into an account maintained by the Senior Agent (the "Senior
Additional Reserve Account") in accordance with the Second Senior Modification.
Section 3. Amendments to the Guaranties.
(a) Section 8(d) of the Completion Guaranty is hereby amended by deleting
therefrom the text "Twenty Million and No/100 Dollars ($20,000,000.00)" and
replacing it with the following:
"Seventeen Million Five Hundred Thousand and No/100 Dollars
($17,500,000.00)"
(b) Section 6(d) of the Interest and Operating Costs Guaranty is hereby amended
by deleting therefrom the text "Twenty Million and No/100 Dollars
($20,000,000.00)" and replacing it with the following:
"Seventeen Million Five Hundred Thousand and No/100 Dollars
($17,500,000.00)"
(c) Section 1(f)(B) of the Completion Guaranty (as previously amended by the
First Omnibus Amendment) is hereby further amended by deleting therefrom the
date "December 31, 2002" and replacing it with the following:
"March 31, 2003"
Section 4. Consent of the Lender.
The Lender, by its execution of this Agreement, hereby confirms it
has consented to and approved, to the extent required under the Loan Documents,
the terms and conditions of this Agreement and the Second Senior Modification
and agrees that the Senior Agent may rely upon this Agreement to evidence such
consents and approvals.
Section 5. Miscellaneous.
(a) Governing Law. Except as otherwise provided in Section 11.2 of the Mezzanine
Loan Agreement, 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 Florida.
(b) Full Force. Except as expressly set forth herein, the Loan Documents 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.
(e) Defined Terms. All capitalized terms not otherwise defined herein shall have
the meanings set forth in the Loan Agreement.
[Signatures on next page(s)]
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.
PRIME/XXXXXXX DEVELOPMENT COMPANY,
L.L.C., a Delaware limited liability
company
By: Prime Group Realty, L.P., a
Delaware limited partnership, its
sole member
By: Prime Group Realty Trust, a
Maryland real estate
investment trust, its
managing general partner
By:/s/ Xxxxx X. Xxxxxxxx
---------------------
Name: Xxxxx X. Xxxxxxxx
Its:Co-President
DEARBORN CENTER, L.L.C., a Delaware
limited liability company
By: Prime/Xxxxxxx Development Company,
L.L.C., a Delaware limited
liability company, its sole member
By: Prime Group Realty, L.P., a
Delaware limited partnership,
its sole member
By: Prime Group Realty
Trust, a Maryland real
estate investment
trust, its managing
general partner
By:/s/ Xxxxx X. Xxxxxxxx
---------------------
Name: Xxxxx X. Xxxxxxxx
Its: Co-President
PRIME GROUP REALTY, L.P., a Delaware
limited partnership
By: Prime Group Realty Trust, a
Maryland real estate investment
trust, its managing general partner
By: /s/ Xxxxx X. Xxxxxxxx
---------------------
Xxxxx X. Xxxxxxxx
Co-President
LNR EASTERN LENDING, LLC, a Georgia
limited liability company
By: LNR PROPERTY CORPORATION EASTERN
REGION, a Georgia corporation, its
sole member
By: /s/Xxxxxx X. Xxxxx
-----------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
