Section:
Block:
Lots:
County: San Antonio
Date: As of October 12, 2000
SECOND AMENDMENT TO DEED OF TRUST, ASSIGNMENT OF RENTS,
SECURITY AGREEMENT AND FIXTURE FILING
by and between
CORPORATE REALTY INCOME FUND I, L.P.
("Trustor")
having an office at
000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
and
FLEET NATIONAL BANK, AS AGENT
having its principal office at
1133 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000
("Beneficiary")
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.
SECOND AMENDMENT TO DEED OF TRUST, ASSIGNMENT OF RENTS,
SECURITY AGREEMENT AND FIXTURE FILING
SECOND AMENDMENT TO DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND
FIXTURE FILING dated as of October 12, 2000 (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 "Trustor"),
having an office at 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and
FLEET NATIONAL BANK, a national banking association and successor to FLEET BANK,
NATIONAL ASSOCIATION (the "Beneficiary"), as Agent, having an office at 0000
Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
WITNESSETH
WHEREAS, the Trustor executed and delivered to XXXXX X. XXXXXX
(the "Trustee"), for the benefit of the Beneficiary, that certain Deed of Trust,
Assignment of Rents, Security Agreement and Fixture Filing dated as of March 17,
1997 (as heretofore amended and as the same may further be amended or otherwise
modified from time to time, the "Trust Deed") covering all of the Trustor's
estate in and to all that tract or parcel of land situate, lying and being in
the County of Bexar, State of Texas, and more particularly described in Exhibit
A annexed to and made a part of this Amendment;
WHEREAS, the Trust Deed was recorded in Volume 7035, Page 900,
Real Property Records of Bexar County, Texas;
WHEREAS, the Trustor and Fleet Bank, National Association, as
Lender, are also parties to a Loan Agreement dated as of September 26, 1996 (as
amended by that certain First Amendment of Loan Agreement and Note dated
December 6, 1996, that Second Amendment of Loan Agreement dated March 17, 1997
and as the same may further 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 $44,000,000 to the Trustor, and, to evidence
such loans, the Trustor executed and delivered to the Beneficiary the Note;
WHEREAS, payment of the indebtedness of the Trustor evidenced
by the Note is secured by, among other collateral, the Trust Deed;
WHEREAS, the Trustor, as Borrower, and Fleet Bank, National
Association and other parties, as Lenders, entered into a Third Amendment to 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 First Amendment to the Trust
Deed, amending the Trust Deed and reconfirming the provisions thereof;
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WHEREAS, the Trustor and the Beneficiary (in its capacity as
agent and as sole lender) are simultaneously entering into an Amended and
Restated Loan Agreement (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 (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; and
WHEREAS, it is a condition precedent to the effectiveness of
the Amended Loan Agreement and the Amended Note that each of the parties hereto
shall have executed and delivered this Amendment, thereby amending the Trust
Deed 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 Trust Deed are used herein with the meanings assigned
to such terms in the Trust Deed.
2. The description in the Trust Deed to the Note being in the
principal amount of $44,000,000, as subsequently amended by the First Amendment
to the Trust Deed so that all of such references became references to a Note in
the principal amount of $49,000,000, are hereby further amended so that all of
such references shall be to a Note in the principal amount of $25,000,000.
3. All references in the Trust Deed to the Note shall
hereafter be deemed to be references to the Amended Note and all references in
the Trust Deed to the Loan Agreement shall hereafter be deemed to be references
to the Amended and Restated Loan Agreement.
4. The term "Peg Rate" in the Trust Deed is hereby changed to
"Prime Rate" and shall have the meaning assigned to such term in the Amended
Note.
5. The definition of "Permitted Encumbrances" in the Trust
Deed is hereby amended to mean each of the exceptions to coverage set forth in
Schedule B of that certain Preliminary Title Report dated October ___, 2000
issued by First American Title Insurance Company to and accepted by the
Beneficiary with respect to the Premises and such other items as the Beneficiary
in its sole discretion, may approve in writing.
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6. In Section 2.5.6 and Section 4.2.2 of the Trust Deed, the
references to a Debt Service Coverage Ratio of not less than 1.4:1.0 are hereby
amended so that such references shall be to a Debt Service Coverage Ratio of not
less than 1.5:1.0.
7. The granting clauses of the Trust Deed are hereby restated
in their entirety and incorporated herein and the Trustor hereby ratifies and
restates such granting clauses as incorporated herein.
8. The Trust Deed, as modified by this Amendment, and all
covenants of the Trustor made in the Trust Deed are hereby ratified and
confirmed by the Trustor in all respects, and the Trust Deed, as so modified,
shall continue in full force and effect in accordance with its terms.
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.
ATTEST: CORPORATE REALTY INCOME FUND I, L.P.
By:
----------------------------- --------------------------------
Xxxxxx X. Xxxxxxx, Xx.
General Partner
By: 1345 Realty Corporation
General Partner
By:
--------------------------------
Xxxxxx X. Xxxxxxx, Xx., President
ATTEST: FLEET NATIONAL BANK, AS AGENT
By:
----------------------------- ---------------------------------
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
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STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the ____ day of October in the year 2000 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.
---------------------------------
Signature and Office of individual
taking acknowledgment
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the ____ day of October in the year 2000 before me, the undersigned,
personally appeared Xxxxx X. Xxxxxx, 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.
---------------------------------
Signature and Office of individual
taking acknowledgment
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