ALLSTATE LIFE INSURANCE COMPANY
LOAN NO. 121-026
MODIFICATION TO DEED TO SECURE DEBT, ASSIGNMENT OF LEASES,
RENTS AND CONTRACTS, SECURITY AGREEMENT AND FIXTURE FILING
THIS AGREEMENT (the "Modification") is entered into as of the 31st day
of October, 1995, by and between XXXXXXX BRIDGE PARTNERS, L.P., a Georgia
limited partnership ("Borrower"), and XXXXXX TRUST AND SAVINGS BANK as
Collateral Agent and Trustee under the Security and Trust Agreement dated
as of September 1, 1993 (Northbrook Life Insurance Company, Secured Party
and Beneficiary), ("Lender").
RECITALS
A. Borrower executed that certain Mortgage Note in the original
principal amount of $6,700,000.00 dated as of October 5, 1990 (the "Note")
in favor of Allstate Life Insurance Company ("Allstate"). The Note is
secured by that certain Deed to Secure Debt, Assignment of Leases, Rents
and Contracts, Security Agreement and Fixture Filing dated as of October 5,
1990 (the "Security Deed") encumbering certain real property located at
0000 Xxx Xxxxxxx Xxxx and 0000 Xxxxxxx Xxxxx Xxxxxxx, in the City of
Roswell, County of Xxxxxx, State of Georgia, as more particularly described
on Exhibit "A" attached hereto and made a part hereof. The Security Deed
was recorded October 10, 1990 in Deed Book 13769, Page 259, in the Official
Records of Xxxxxx County. The Note is further secured by that certain
Financing Statement on Form WCC-1 filed October 10, 1990 in the office of
Xxxxxx County Superior Court Clerk as File No. 746094 and in the office of
the Xxxx County Superior Court Clerk as File No. 90-9641 (the "Financing
Statement"), and certain representations, warranties, covenants and
__________________
[THIS IS AN EXTENSION OF AN EXISTING LOAN FOR WHICH INTANGIBLE TAX HAS
ALREADY BEEN PAID]
agreements of Borrower under that certain Borrower's Closing Certificate
from Borrower to Allstate dated October 5, 1990 (the "Borrower's
Certificate"). The Note, the Security Deed, the Financing Statement and
the Borrower's Certificate are sometimes hereinafter collectively referred
to as the "Original Loan Documents." All terms not otherwise defined
herein shall have the meanings ascribed to them in the Security Deed.
B. In addition to the Loan Documents, Borrower, Borrower's general
partners, individually, have executed and delivered to Allstate that
certain Environmental Indemnity Agreement dated as of October 5, 1990 (the
"Indemnity").
C. Allstate has assigned the Original Loan Documents and Indemnity
to Lender as evidenced by that certain Assignment of Deed to Secure Debt(s)
recorded December 2, 1993 in Book 17559, Page 340.
D. The original maturity date of the Note is November 1, 1995. The
outstanding principal balance on the Note as of November 1, 1995 is
scheduled to be $6,700,000.00 ("Outstanding Balance").
E. Borrower has exercised its option to extend the maturity date of
the Note pursuant to the terms and conditions of Paragraph 25 of the Note,
and the provisions of the Loan Documents shall be modified to extend the
term of the Note to November 1, 2000, modify the interest rate and make
other certain modifications.
F. Concurrently herewith Lender and Borrower have executed (i) a
Modification of Mortgage Note; (ii) a Reaffirmation of Environmental
Indemnity Agreement; and (iii) reaffirmation of Master Lease. (The within
Agreement together with the foregoing agreements collectively the
"Modification Documents".)
G. The Original Loan Documents, the Modification Documents and all
other documents executed by Borrower concurrently with or after the
execution of this Agreement shall be collectively referred to as the "Loan
Documents."
NOW THEREFORE, in consideration of the foregoing, the parties hereto
agree as follows:
1. Section (a) on page 3 of the Security Deed is amended to
read as follows:
(a) The repayment of the indebtedness evidenced by that
certain Mortgage Note ("Note") of even date herewith executed by Borrower,
and payable to the order of Lender, as amended by that certain Modification
of Mortgage Note dated 10/31/95 in the principal sum of SIX MILLION SEVEN
HUNDRED THOUSAND AND NO/100 DOLLARS ($6,700,000.00) with interest thereon
as provided therein, and all late charges, loan fees, commitment fees,
Prepayment Premiums (as described in the Note) and all extensions,
renewals, modifications, amendments and replacements thereof;
2. All references to the Security Deed in the original Security
Deed shall include the original Security Deed and this Agreement. All
references to the Note in the Security Deed shall include the original Note
and the Modification of Mortgage Note.
3. As modified herein, the Security Deed remains in full force
and effect and is hereby ratified and confirmed.
4. Except as otherwise expressly provided herein, all of the
terms and provisions of the Security Deed shall remain unchanged and in
full force and effect and are hereby ratified and affirmed.
5. This Agreement may be executed in one or more counterparts,
each of which together shall constitute one and the same instrument.
Signature pages may be detached from the counterparts and attached to a
single copy of this document to physically form one document.
The parties have entered into this Modification as of the date
hereinabove set forth.
BORROWER
XXXXXXX BRIDGE PARTNERS, L.P.,
Signed, sealed and delivered a Georgia limited partnership
in the presence of:
_______________________ By:/s/ Xxxx X. Xxxxx
Unofficial Witness --------------------------
Xxxx X. Xxxxx, Partner
_______________________ By:/s/ Xxxx X. Xxxxxxx
Notary Public --------------------------
Xxxx X. Xxxxxxx, Partner
________________________
(Affix Notary Seal)
LENDER
XXXXXX TRUST AND SAVINGS BANKS as Collateral
Agent and Trustee under the Security and
Trust Agreement dated as of September 1, 1993
(Northbrook Life Insurance Company, Secured
Party and Beneficiary)
By: ALLSTATE LIFE INSURANCE COMPANY
Signed, sealed and delivered By:________________________________
in the presence of:
By:________________________________
_____________________________
Unofficial Witness ITS AUTHORIZED SIGNATORIES
______________________________
Notary Public
My Commission expires:
______________________________
(Affix Notary Seal)
EXHIBIT A
ALL THAT TRACT or parcel of land lying and being in Land Lots 612 and 613
of the 1st District, 2nd Section of Xxxxxx County, Georgia, City of
Roswell, containing 10.9870 acres, same being more particularly described
as follows:
BEGINNING at a point on the southeasterly Right-of-Way Line of Old Alabama
Road which point is located south 55 degrees 22 minutes 40 seconds west a
distance of 84.50 feet along said Right-of-Way Line from its intersection
with the southwesterly Right-of-Way Line of Xxxxxxx Xxxxx Parkway (Ninety
(90') foot Right-of-Way) if said Right-of-Way Lines were extended to form
an angle instead of a curve; thence traveling along the mitered
intersection of said Old Alabama Road and said Xxxxxxx Xxxxx Parkway along
a curve to the right an arc distance of 126.58 feet to a point on the
southerly Right-of-Way Line of said Xxxxxxx Xxxxx Parkway (said arc being
subtended by a chord bearing south 88 degrees 21 minutes 35 seconds east a
chord distance of 118.30 feet and having a radius of 100.00 feet); thence
continuing along the southerly Right-of-Way Line of said Xxxxxxx Xxxxx
Parkway along a curve to the left an arc distance of 185.44 feet to a point
on said Right-of-Way Line (said arc being subtended by a chord bearing
south 74 degrees 36 minutes 31 seconds east a chord distance of 180.71 feet
and having a radius of 235.99 feet); thence continuing along said
Right-of-Way Line north 82 degrees 52 minutes 32 seconds east a distance of
140.24 feet to a point on said Right-of-Way Line; thence continuing along
said Right-of-Way Line along a curve to the right an arc distance of 181.61
feet to a point on said Right-of-Way Line (said arc being subtended by a
chord bearing south 80 degrees 30 minutes 20 seconds east a chord distance
of 179.07 feet and having a radius of 313.06 feet); thence continuing along
said Right-of-Way Line south 63 degrees 53 minutes 15 seconds east a
distance of 145.45 feet to a point on said Right-of-Way Line; thence
continuing along said Right-of-Way Line along a curve to the left an arc
distance of 29.95 feet to a point on said Right-of-Way Line (said arc being
subtended by a chord bearing south 65 degrees 16 minutes 33 seconds east a
chord distance of 29.94 feet and having a radius of 617.96 feet); thence
leaving said Right-of-Way Line and traveling south 31 degrees 03 minutes 46
seconds west a distance of 205.73 feet to a point; thence traveling south
59 degrees 53 minutes 13 seconds east a distance of 59.43 feet to a point;
thence traveling south 31 degrees 00 minutes 38 seconds west a distance of
104.89 feet to a point; thence traveling south 58 degrees 59 minutes 22
seconds east a distance of 129.99 feet to a point; thence traveling south
31 degrees 00 minutes 38 seconds west a distance of 34.50 feet to a point;
thence traveling south 84 degrees 58 minutes 59 seconds west a distance of
68.00 feet to a point; thence traveling north 58 degrees 59 minutes 22
seconds west a distance of 175.00 feet to a point; thence traveling south
63 degrees 55 minutes 38 seconds west a distance of 434.80 feet to a point;
thence traveling south 31 degrees 00 minutes 38 seconds west a distance of
160.00 feet to a point; thence traveling south 13 degrees 59 minutes 47
seconds east a distance of 28.28 feet to a point on the northeasterly
Right-of-Way Line of Xxxxxxx Bridge Road (One Hundred (100') foot
Right-of-Way); thence traveling along said Right-of-Way Line north 58
degrees 66 minutes 20 seconds west a distance of 80.07 feet to a point on
said Right-of-Way Line; thence leaving said Right-of-Way Line and traveling
north 31 degrees 00 minutes 38 seconds east a distance of 166.94 feet to a
point; thence traveling north 58 degrees 56 minutes 32 seconds west a
distance of 129.89 feet to a point; thence traveling north 67 degrees 15
minutes 05 seconds west a distance of 165.63 feet to a point; thence
traveling north 20 degrees 22 minutes 08 seconds east a distance of 85.00
feet to a point; thence traveling north 60 degrees 07 minutes 00 seconds
west a distance of 223.02 feet to a point; thence traveling north 13
degrees 18 minutes 26 seconds west a distance of 38.12 feet to a point on
the southeasterly Right-of-Way Line of said Old Alabama Road; thence
traveling along said Right-of-Way Line along a curve to the right an arc
distance of 2.67 feet to a point on said Right-of-Way Line (said arc being
subtended by a chord bearing north 48 degrees 20 minutes 54 seconds east a
chord distance of 2.67 feet and having a radius of 778.45 feet); thence
continuing along said Right-of-Way Line along a curve to the right an arc
distance of 38.97 feet to a point on said Right-of-Way Line (said arc being
subtended by a chord bearing north 49 degrees 52 minutes 50 seconds east a
chord distance of 38.96 feet and having a radius of 778.45 feet); thence
continuing along said Right-of-Way Line north 51 degrees 45 minutes 19
seconds east a distance of 163.94 feet to a point on said Right-of-Way
Line; thence continuing along said Right-of-Way Line north 55 degrees 22
minutes 40 seconds east a distance of 232.79 feet to a point on said
Right-of-Way Line, which point is the TRUE POINT OF BEGINNING.
SHOWN AS TRACT I on that certain Survey entitled "As-Built Survey For:
Xxxxxxx Bridge Partners, L.P., Allstate Life Insurance Company & Ticor
Title Insurance Company", prepared by Sunbelt Engineering & Surveying,
Inc., stamped by Xxxxxxx X. Xxxxxxx, Xx., Georgia Registered Land Surveyor
No. 2157, dated June 6, 1989, last revised October 3, 1990.
TOGETHER WITH those rights arising under the following:
1. Grant of Slope and Grading Easement from The Prudential Insurance
Company of America, a New Jersey corporation, to Jebco Ventures, Inc.,
a Georgia corporation, dated February 5, 1988, filed for record
February 5, 1988 at 3:06 p.m., recorded at Deed Book 11314, Page 13,
in the Office of the Clerk of the Superior Court of Xxxxxx County,
Georgia.
2. Grant of Slope and Grading Easement from Xxxxxxx Xxxxx Village, a
Georgia joint venture composed of Lincoln National Development
Corporation, an Indiana corporation, and KHW Associates, Ltd., a
Georgia limited partnership having Xxxxxx X. Xxxx as its sole general
partner, as tenant-in-common, to Jebco Ventures, Inc., a Georgia
corporation, dated January 26, 1988, filed for record February 5, 1988
at 3:06 p.m., recorded at Deed Book 11314, Page 37, aforesaid records.
3. Grant of Storm Sewer Easement by and between The Prudential Insurance
Company of America, a New Jersey corporation, Xxxxxxx Xxxxx, Inc., a
Georgia non-profit membership corporation, and Jebco Ventures, Inc., a
Georgia corporation, dated February 5, 1988, filed for record February
5, 1988 at 3:06 p.m., recorded at Deed Book 11314, Page 45, aforesaid
records.
4. Grant of Sanitary Sewer Easements by and between The Prudential
Insurance Company of America, a New Jersey corporation, Xxxxxxx Xxxxx,
Inc., a Georgia non-profit membership corporation, and Jebco Ventures,
Inc., a Georgia corporation, dated February 5, 1988, filed for record
February 5, 1988 at 3:06 p.m., recorded at Deed Book 11314, Page 59,
aforesaid records.
10/2/90-xxx-XX#2-02831
5. Declaration of Reciprocal Easements dated October 5, 1990 by Xxxxxxx
Bridge Partners, L.P. to be recorded in aforesaid records.
SECRETARY'S CERTIFICATE
I, XXXX X. XXXXXX, Assistant Secretary of ALLSTATE LIFE INSURANCE
COMPANY and NORTHBROOK LIFE INSURANCE COMPANY hereby certify that the
following is a true, complete and correct copy of an excerpt from the
Security and Trust Agreement, dated as of September 1, 1993 (the
"Agreement"), among Allstate Life Insurance Company, an Illinois
corporation (the "Grantor"), Northbrook Life Insurance Company, an Illinois
corporation (the "Beneficiary"), Xxxx Xxxxxx Xxxxxxxx Inc, a Delaware
corporation ("DWR"), and Xxxxxx Trust and Savings Bank, an Illinois banking
corporation (the "Trustee"):
SECTION 5. Right to Administer Assets.
(a) The Trustee shall forward all annual and interim stockholder
reports, and all proxies and proxy materials, notices, requests for
consents and waivers, tenders and all other correspondence relating to the
Assets in the Trust Accounts to the Grantor (with copies to the Beneficiary
and DWR if reasonably requested). Until such time as a Section 6(f) Notice
shall have been delivered to the Trustee, the Grantor shall be entitled to
make all decisions an individual owner of the Assets could make with
respect to Assets in the Trust, including, but not limited to, voting,
proxies, tenders, consents and waivers, but shall make such decisions in
good faith and with due regard to the interests of the Beneficiary and to
the preservation of the value of the Assets. After delivery of the Section
6(f) notice, the Beneficiary shall have the powers of the Grantor referred
to in the preceding sentence and in Section 5(b), below.
(b) Subject to the foregoing, in the day-to-day management of the
Assets, Grantor shall have full authority to execute, on behalf of the
Trustee, all consents, waivers, leases, amendments to agreements or any
other documentation relating to the administration and management of the
Assets. The Trustee, acting on letters of direction from the Grantor,
shall have sole authority to sign all bond powers, stock powers, acceptance
of tender offers and other documentation which is required to effect the
transfer of ownership of any of the Assets. All ancillary documents with
respect to such transfers, as well as all other documentation relating to
the management or administration of the Assets, shall be executed on behalf
of the Trustee by the Grantor. The Trustee shall have no liability
whatsoever for any actions taken or not taken by the Grantor.
I FURTHER CERTIFY that no event has occurred which would permit any
party to the Agreement to give a Section 6(f) notice (as defined in the
Agreement), and that no such notice has been given by the Beneficiary.
IN WITNESS WHEREOF, I set my hand and affix the official seals of said
Corporations.
/s/ Xxxx X. Xxxxxx
------------------------------
Assistant Secretary
Dated: October 27, 1995
[Corporate Seal] [Corporate Seal]
