EXHIBIT NO.99.10
OMNIBUS THIRD MODIFICATION TO MEZZANINE LOAN DOCUMENTS
THIS OMNIBUS THIRD MODIFICATION TO MEZZANINE LOAN DOCUMENTS (this
"Agreement") is made and dated as of July 16, 2002 by and among PRIME/XXXXXXX
DEVELOPMENT COMPANY, L.L.C., a Delaware limited liability company ("Borrower"),
DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly known as Bankers Trust Company)
("Agent"), a New York banking corporation, as a lender and as agent for VORNADO
REALTY TRUST, a Maryland real estate investment trust, MMBC DEBT HOLDINGS I,
LLC, a Massachusetts limited liability company, NEW YORK LIFE INSURANCE COMPANY,
a mutual insurance company organized under the laws of New York State, and the
other lenders from time to time party to the Loan Agreement (as hereinafter
defined) (each, a "Lender" and, collectively, "Lenders"), DEARBORN CENTER,
L.L.C., a Delaware limited liability company ("Property Owner"), PRIME GROUP
REALTY, L.P., a Delaware limited partnership ("PGLP"), XXXXX XXXXXXX L.L.C., an
Illinois limited liability company ("Xxxxx"), and J. XXXX XXXXXXX DEVELOPMENT
COMPANY, an Illinois corporation ("Xxxxxxx").
W I T N E S S E T H:
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WHEREAS, Agent, the Lenders and Borrower are party to that certain
Mezzanine Construction Loan Agreement, dated as of January 5, 2001, as the same
was amended pursuant to that certain Omnibus First Modification to Mezzanine
Loan Documents dated as of March 12, 2001 and that certain Omnibus Second
Modification to Mezzanine Loan Documents dated as of March 26, 2002 (the "Second
Mezzanine Modification") (as so amended, the "Loan Agreement") (all capitalized
terms not otherwise defined herein shall have the meanings set forth in 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
and the Omnibus Second Modification to Senior Loan Documents dated as of March
26, 2002 (the "Second Senior Modification"), and as the same has been further
amended pursuant to that certain Omnibus Third Modification to Senior Loan
Documents (the "Third Senior Modification") of even date herewith (as so
amended, the "Senior Loan Agreement");
WHEREAS, Agent and the Senior Agent have determined that there currently is
a Hard Cost and Operating Expense overrun with respect to the Project (the "Cost
Overrun");
WHEREAS, the Borrower and the Guarantor have requested that the Lenders
modify certain financial covenants contained in the Guaranties;
WHEREAS, in order to ensure that there are sufficient funds to pay for the
Cost Overrun, and as an inducement to the Lenders to modify certain financial
covenants contained in the Guaranties, the Borrower, PGLP, Xxxxx, Xxxxxxx and
the Property Owner have agreed to escrow certain funds and otherwise take the
actions described below; and
WHEREAS, the Lenders are willing to modify the financial covenants on the
terms and conditions set forth below;
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. Reserve Accounts; Hard Cost Overruns.
(a) An interest-bearing reserve account entitled the "Senior Additional
Reserve Account" has been or will be established with the Senior Agent (the
"Senior Additional Reserve Account") pursuant to the provisions of the Third
Senior Modification. The sum of $3,494,000 has been or shall be deposited into
the Senior Additional Reserve Account, as follows:
(i) $750,000 is already on deposit with the Senior Agent in the Senior
Additional Reserve Account;
(ii) $250,000 shall be deposited on the date hereof into the Senior
Additional Reserve Account by Agent from funds collected and deposited into
the Restricted Securities Account pursuant to the Second Mezzanine
Modification;
(iii) $1,500,000 shall be deposited by PGLP on the date of the closing
of the proposed Security Capital loan transaction; and
(iv) $994,000 shall be deposited by PGLP on the date hereof.
Amounts so deposited into the Senior Additional Reserve Account shall be
governed by the Senior Loan Documents; provided, however, that such amounts
shall be disbursed from the Senior Additional Reserve Account as part of the
next construction draw under the Senior Loan in lieu of Senior Loan proceeds, as
follows: (i) the first $3,494,000 will be funded from the Senior Additional
Reserve Account; and (ii) the balance will be funded with Senior Loan proceeds.
(b) $1,820,000 of the leasing commission currently indicated in the
Approved Construction Budget and which is owed to PGLP under the Leasing
Agreement with respect to the Bank One lease at the Project, and $286,000 of the
leasing commission currently indicated in the Approved Construction Budget and
which is owed to PGLP and Xxxxxxx under the Leasing Agreement with respect to
the Holland & Knight lease at the Project, shall not be paid without the prior
written consent of Senior Agent and the Agent until both the Senior Loan and the
Mezzanine Loan have been repaid in full, and such amounts shall instead be
reallocated to other line items in the Approved Construction Budget as approved
by Senior Agent. By their execution of this Agreement, PGLP (with respect to the
above-referenced Bank One and Holland & Knight leasing commissions), and Xxxxx
and Xxxxxxx (with respect to the above-referenced Holland & Knight leasing
commission only) hereby elect to fully and permanently waive any and all rights
under the Leasing Agreement, the Limited Liability Agreements of Borrower and
Property Owner and under applicable law to be paid their share of such leasing
commissions unless and until both the Senior Loan and the Mezzanine Loan have
been repaid in full.
(c) The amount of $93,750 due to be deposited into the Restricted
Securities Account on July 31, 2002 pursuant to the Second Mezzanine
Modification, shall instead be paid to Agent on the date hereof, and
notwithstanding any provision of the Second Mezzanine Modification, such deposit
shall be the final deposit required to be made by PGLP pursuant to Section 3 of
the Second Mezzanine Modification. After the transfer into the Senior Additional
Reserve Account of the $250,000 described in Section 1(a)(ii), $250,000 of the
funds deposited into the Restricted Securities Account pursuant to the Second
Mezzanine Modification shall remain on deposit therein, and such amount shall be
held and applied in accordance with the Second Mezzanine Modification.
(d) PGLP hereby agrees to deposit into a newly-created, interest bearing
reserve account maintained by the Senior Agent (the "Second Senior Citadel
Reserve Account") the following amounts: (x) on the date hereof, $4,000,000 (the
"Prefunded Amount"), which shall represent an estimate of the Monthly Citadel
Deposit (as defined below) which would be due for each of June 2003, July 2003,
August 2003 and September 2003, and (y) commencing on the Interest Payment Date
in January 2003 and on each Interest Payment Date thereafter (other than the
Interest Payment Dates in June 2003, July 2003, August 2003 and September 2003
which have been prefunded and subject to Section 1(e)(vi) and (vii) below) until
the entire Citadel space has been leased pursuant to Approved Subleases or,
subject to the provisions of Section 1(e)(i) below, until the Maximum Xxxxxx
Reserve Amount has been deposited, an amount equal to the Monthly Citadel
Deposit. Notwithstanding the foregoing, if the amount of the Monthly Citadel
Deposit is reduced below $1,000,000 due to the execution of Approved Subleases
and therefore the Prefunded Amount is greater than the amounts which would
actually be required for the months of June 2003, July 2003, August 2003 or
September 2003 (such excess, the "Overfunding"), PGLP shall be entitled to a
credit in the full amount of the Overfunding which shall be applied to the next
Monthly Citadel Payment which is due. In the event that the amount of the
Overfunding is greater than the aggregate amount of the next four Monthly
Citadel Payments which are due, PGLP shall be entitled to a reimbursement of the
portion of the Overfunding which is greater than the aggregate amount of such
four Monthly Citadel Deposits.
"Currently Unleased Xxxxxx Space" means 151,488 NRSF.
"Monthly Citadel Deposit" means the product of (x) $1,000,000 times
(y) a fraction, the numerator of which is the Net Unleased Xxxxxx Space and
the denominator of which is the Currently Unleased Xxxxxx Space; provided,
however, that at any time when an Event of Default is pending under (and as
defined in) either the Senior Loan Documents or the Mezzanine Loan
Documents, the Monthly Citadel Deposit due during the continuation of such
Event of Default shall be equal to the amount of the Monthly Citadel
Deposit payable in the last month during which no Event of Default existed.
"Net Unleased Xxxxxx Space" means (w) 151,488, minus (x) the NRSF of
the Xxxxxx Space (i) that, at the time of determination, are subject to
executed Approved Subleases, as defined in the Reserve Account Agreement
(excluding, however, the portion of the Xxxxxx Space subleased by Chicago
Analytic Capital Management, LLC as of the date of this Agreement),
provided that the subtenants under such Approved Subleases have commenced
payment of rent and reimbursements required under such Approved Subleases,
(ii) with respect to which, at the time of determination, Property Owner
has otherwise been released from the Xxxxxx Reimbursement Obligations by
Citadel under the Citadel Lease, (iii) that, at the time of determination,
is no longer demised by the Xxxxxx Lease such that the Xxxxxx Reimbursement
Obligations no longer apply thereto, and/or (iv) with respect to which, at
the time of determination, the Xxxxxx Lease and the associated Xxxxxx
Reimbursement Obligations have been terminated.
(e) Notwithstanding anything contained in subsection (d) above to the
contrary, the following terms and provisions shall apply with respect to funds
deposited into the Second Senior Citadel Reserve Account:
(i) If at any time the aggregate amount of funds in the Senior Citadel
Reserve Account and the Second Senior Citadel Reserve Account equals or
exceeds the Maximum Xxxxxx Reserve Amount, PGLP shall not be required to
make Monthly Citadel Deposits as required under subsection (d) above and,
provided that no default is continuing under either the Senior Loan
Documents or the Mezzanine Loan Documents, Senior Agent shall remit to PGLP
any such excess. If the aggregate amount on deposit in the Senior Citadel
Reserve Account and the Second Senior Citadel Reserve Account at anytime
thereafter falls below the Maximum Xxxxxx Reserve Amount, then PGLP shall
be obligated to resume making Monthly Citadel Deposits in the amounts
determined as provided above until the combined balance in such accounts
again meets the Maximum Xxxxxx Reserve Amount.
"Maximum Xxxxxx Reserve Amount" means the sum of (i) the estimated
aggregate gross amount of the Xxxxxx Reimbursement Obligations less the
estimated gross amount of income to be generated by the Approved Subleases
(provided that the subtenants under such Approved Subleases have commenced
payment of rent and reimbursements required under such Approved Subleases),
as determined by the Senior Agent in good faith, plus (ii) the aggregate
cost of tenant improvements and leasing commissions that will be required
to sublease the portion of the Xxxxxx Space that is not subject to Approved
Subleases with respect to which all tenant improvements and leasing
commissions have been paid (other than amounts required to be paid by the
owner of the Xxxxxx Space), as determined by the Senior Agent in good
faith, plus (iii) $4,000,000.
(ii) Funds in the Second Senior Citadel Reserve Account shall be
applied toward payment of Xxxxxx Subleasing Costs in the manner provided in
Section 3(a) of the Reserve Account Agreement and payment of Extra Citadel
Costs in the manner provided in Section 3(b) of the Reserve Account
Agreement. Funds in the Second Senior Citadel Reserve Account shall
specifically not be available for payment of any Xxxxxx Reimbursement
Obligations at any time prior to July 1, 2003, and thereafter may only be
released to pay Xxxxxx Reimbursement Obligations so long as no default is
then pending under the Senior Loan Documents or the Mezzanine Loan
Documents.
(iii) Any and all refunds or reimbursements of any funds contained in
the Second Senior Citadel Reserve Account shall be paid directly to PGLP
(or as PGLP directs in writing) and not to Property Owner, Borrower, Xxxxx
or Xxxxxxx.
(iv) Any and all funds in the Second Senior Citadel Reserve Account in
excess of $10,000,000 shall constitute Unrestricted Cash for the purposes
of the calculation of the liquidity covenant contained in Section 8(d) of
the Completion Guaranty and Section 6(d) of the Interest and Operating
Costs Guaranty (as such guaranties are amended pursuant to this Agreement).
Any and all funds in the Second Senior Citadel Reserve Account may be
considered (x) as a portion of "Total Assets" solely for the purposes of
the calculation of the financial covenant contained in Section 8(e) of the
Completion Guaranty and Section 6(e) of the Interest and Operating Costs
Guaranty (as such guaranties are amended pursuant to this Agreement) and
(y) in the calculation of Consolidated Net Worth relating to the financial
covenant contained in Section 8(c) of the Completion Guaranty and Section
6(c) of the Interest and Operating Costs Guaranty (as such guaranties are
amended pursuant to this Agreement). Notwithstanding the foregoing
permission from the Agent to consider funds on deposit in the Second Senior
Citadel Reserve Account for accounting purposes only relating to certain
financial covenants, PGLP, Borrower and Property Owner (A) expressly
acknowledge that all funds now or in the future on deposit in the Second
Senior Citadel Reserve Account have been pledged and assigned to the Senior
Agent and do not and will not constitute "assets" of PGLP or any future
bankruptcy estate of PGLP and (B) hereby irrevocably waive any right to
claim that such funds are the property of or an asset of PGLP or any future
bankruptcy estate of PGLP.
(v) If PGLP elects to eliminate the financial covenants contained in
the Guaranties pursuant to Section 27 of the Interest and Operating Costs
Guaranty and Section 29 of the Completion Guaranty, any and all funds in
the Second Senior Citadel Reserve Account shall be considered as a portion
of Substitute Collateral for the purposes of Section 27 of the Interest and
Operating Costs Guaranty and Section 29 of the Completion Guaranty.
Accordingly, the amount of other Substitute Collateral required to be
deposited into the Substitute Cash Collateral Account shall be decreased by
the amount of funds in the Second Senior Citadel Reserve Account.
(vi) In addition to the other provisions of this Agreement pursuant to
which PGLP's obligation to fund the Monthly Citadel Deposit would
terminate, PGLP's obligation to continue to fund the Monthly Citadel
Deposit shall automatically cease and terminate on and as of the earliest
to occur of (1) the date of transfer to Agent, the Lenders (or any of them)
or any third party of title to the Collateral pursuant to a transfer in
lieu of foreclosure thereof, (2) the date that is six (6) months after the
transfer to Agent, the Lenders (or any of them) or any Affiliate of Agent
or the Lenders (or any of them) of title to the Collateral, pursuant to a
foreclosure or UCC sale thereof, and (3) the date that Agent, the Lenders
(or any of them) or any Affiliate of Agent or the Lenders sells or conveys
the Collateral to a third party after obtaining title to the Collateral
pursuant to the completion of a foreclosure or UCC sale thereof.
(vii) In addition to the other provisions of this Agreement pursuant
to which PGLP's obligation to fund the Monthly Citadel Deposit would
terminate, PGLP's obligation to continue to fund the Monthly Citadel
Deposit shall cease at such time on or after June 30, 2003, as Agent,
Senior Agent and the Lenders receive acceptable evidence that the original
financial covenants (not taking into account any amendments to or
modifications of such covenants from and after the closing of the mezzanine
loan) set forth in Section 8 of the Completion Guaranty and Section 6 of
the Interest and Operating Costs Guaranty (the "Original Covenants") have
been satisfied for two (2) consecutive calendar quarters. The earliest date
that PGLP may satisfy this test with respect to the Original Covenants is
June 30, 2003. Upon receiving such satisfactory evidence of two quarters'
compliance with the Original Covenants, the Senior Agent shall disburse to
PGLP any and all funds then on deposit in the Second Senior Citadel Reserve
Account (but not from any other reserve account or escrow held by the
Senior Agent) and the amendments to the Original Covenants made pursuant to
this Agreement shall be automatically rescinded and the provisions of the
Original Covenants shall once again apply; provided, however, that if PGLP
fails to meet such Original Covenants for any quarter thereafter, (x)
PGLP's obligation to fund the Monthly Citadel Deposits shall be immediately
and automatically reinstated, (y) the amendments to the Original Covenants
made pursuant to this Agreement shall automatically be reinstated and (z)
PGLP shall immediately pre-fund $4.0 million (or such lesser amount which
would represent four (4) months of Monthly Citadel Deposits if such monthly
amounts have been reduced as provided in Section 1(d) above) into the
Second Senior Citadel Reserve Account. So long as PGLP satisfies such
revised covenants and the foregoing funding requirements, there shall be no
default under the Senior Loan Documents or the Mezzanine Loan Documents
solely from the failure of PGLP to satisfy the Original Covenants.
(f) Each of PGLP, Borrower, Xxxxx and Property Owner hereby represents and
warrants that, based on the state and progress of construction of the Project
and anticipated cost savings, it currently estimates in good faith that the
aggregate Hard Costs that will be incurred in order to complete the construction
of the Project will not exceed by more than $4,600,000 the aggregate amount of
Hard Costs set forth in the Approved Construction Budget.
(g) Each of PGLP, Borrower and Property Owner hereby acknowledges that the
Lenders' willingness to agree to the amendments of the Guaranties set forth in
Section 2 below is conditioned upon PGLP not paying dividends to common or
preferred shareholders (other than dividends payable in connection with the
Security Capital transaction which have previously been disclosed to the
Lenders). If at any time after the date hereof PGLP desires to declare or pay a
dividend, so long as (i) PGLP can demonstrate compliance with the financial
covenants applicable during the non-Relaxed Covenant Period (as provided in
Section 2 below) with respect to the fiscal quarter to which such dividend
relates (i.e., if a dividend is declared with respect to the first quarter but
paid in the second quarter, compliance must be demonstrated as of the end of the
first quarter) and (ii) such dividend is paid within 30 days after such
compliance has been demonstrated, then PGLP shall not be in default for paying
such a dividend. If, however, PGLP at any time pays dividends when it is not in
compliance with the financial covenants applicable during the non-Relaxed
Covenant Period (as provided in Section 2 below), an Event of Default will
automatically have occurred under the Mezzanine Loan Documents.
Section 2. Amendments to the Guaranties.
(a) The following definition is hereby added to each of the Completion
Guaranty and the Interest and Operating Costs Guaranty:
" `Relaxed Covenant Period' means the period from April 1, 2002 to the
first date thereafter on which PGLP makes or declares any dividend or other
distribution to the holders of any common or preferred equity interests in PGLP,
excepting, however, any dividends and distributions required to be paid in
connection with the so-called "Security Capital Transaction."
(b) The first sentence of Section 8(d) of the Completion Guaranty and the
first sentence of Section 6(d) of the Interest and Operating Costs Guaranty are
each hereby amended and restated to read as follows:
"As of the end of the fiscal quarter immediately preceding the Initial
Advance (and as of the end of any fiscal quarter thereafter), the amount of
Unrestricted Cash shall at no time be less than (x) if no Relaxed Covenant
Period is continuing, $17,500,000.00 or (y) during the Relaxed Covenant Period,
$7,500,000."
(c) The first sentence of Section 8(g) of the Completion Guaranty and the
first sentence of Section 6(g) of the Interest and Operating Costs Guaranty are
each hereby amended and restated to read as follows:
"As of the end of the fiscal quarter immediately preceding the Initial
Advance (and as of the end of each fiscal quarter thereafter), at no time that
the Loan is outstanding shall the ratio (stated as a percent), in respect of any
period, of (i) Consolidated EBITDA to (ii) Consolidated Total Interest Expense,
be less than (x) if no Relaxed Covenant Period is continuing, 165% or (y) during
the Relaxed Covenant Period, 140%."
(d) The first sentence of Section 8(h)(i) of the Completion Guaranty and
the first sentence of Section 6(h)(i) of the Interest and Operating Costs
Guaranty are each hereby amended and restated to read as follows:
"As of the end of the calendar quarter immediately preceding the Initial
Advance (and as of the end of each fiscal quarter thereafter), at no time that
the Loan is outstanding shall the ratio (stated as a percent), in respect of any
period, of (A) Consolidated EBITDA to (B) Consolidated Total Fixed Charges A, be
less than (x) if no Relaxed Covenant Period is continuing, 145% or (y) during
the Relaxed Covenant Period, 120%."
(d) The first sentence of Section 8(h)(ii) of the Completion Guaranty and
the first sentence of Section 6(h)(ii) of the Interest and Operating Costs
Guaranty are each hereby amended and restated to read as follows:
"As of the end of the calendar quarter immediately preceding the Initial
Advance (and as of the end of each fiscal quarter thereafter), at no time that
the Loan is outstanding shall the ratio (stated as a percent), in respect of any
period, of (A) Consolidated EBITDA to (B) Consolidated Total Fixed Charges B, be
less than (x) if no Relaxed Covenant Period is continuing, 125% or (y) during
the Relaxed Covenant Period, 105%."
(f) Section 8(c) of the Completion Guaranty and Section 6(c) of the
Interest and Operating Costs Guaranty are each hereby amended by adding the
following sentence at the end thereof:
"For purposes of this clause (c), during the continuance of a Relaxed
Covenant Period, Consolidated Net Worth shall be calculated without reduction
for accumulated depreciation."
Section 3. Consent of the Lenders.
Each of the Lenders, by their execution of this Agreement, hereby confirms
that they have consented to and approved, to the extent required under the Loan
Documents, the terms and conditions of this Agreement and the Third Senior
Modification and agrees that the Senior Agent may rely upon this Agreement to
evidence such consents and approvals.
Section 4. Miscellaneous.
(a) Governing Law. 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 New
York.
(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.
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.
By: Xxxxx Xxxxxxx L.L.C., its managing member
By: /s/ X.X. Xxxxxxxxx
--------------------
Name: X.X. Xxxxxxxxx
Title: Member
DEARBORN CENTER, L.L.C.
By: Prime/Xxxxxxx Development Company, L.L.C.,
its sole member
By: Xxxxx Xxxxxxx L.L.C., its managing
member
By: /s/ X.X. Xxxxxxxxx
------------------
Name: X.X. Xxxxxxxxx
Title: Member
PRIME GROUP REALTY, L.P.
By: Prime Group Realty Trust, its managing
general partner
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Office of the President
XXXXX XXXXXXX L.L.C.
By: /s/ X.X. Xxxxxxxxx
--------------------
Name: X.X. Xxxxxxxxx
Title: Member
J. XXXX XXXXXXX DEVELOPMENT COMPANY
By: /s/ X.X. Xxxxxxxxx
--------------------
Name: X.X. Xxxxxxxxx
Title: Member
DEUTSCHE BANK TRUST COMPANY AMERICAS
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------
Name: Xxxxxxx X. Xxxxxx
Title: Director
VORNADO REALTY TRUST
By: /s/ Xxxxxxx Xxxxxxxxxx
------------------------
Name: Xxxxxxx Xxxxxxxxxx
Title: President
NEW YORK LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: Xxxxx X. Xxxxx
Title: Real Estate Vice President
MMBC DEBT HOLDINGS I, LLC
By: MassMutual/Boston Capital Mezzanine
Partners, L.P., its sole member
By: Boston Mass LLC,
its general partner
By: MassMutual Mortgage Finance,
LLC, its co-manager
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Director
By: Boston Capital Institutional
Advisors LLC, its co-manager
By: /s/ Xxxxxx X. Xxxxx
-------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Director
