EXHIBIT 10 (VIII)
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FIRST AMENDMENT TO
CONVERTIBLE TERM LOAN AGREEMENT
THIS FIRST AMENDMENT TO CONVERTIBLE TERM LOAN AGREEMENT (this "First
Amendment"), dated as of March 30, 1998, is made by and among BANYAN
STRATEGIC REALTY TRUST, a Massachusetts business trust ("Company"), and THE
ENTITIES LISTED ON THE SIGNATURE PAGES HEREOF (Collectively, "Lenders"),
with reference to the following Recitals:
RECITALS:
A. Company and Lenders are parties to that certain Convertible
Term Loan Agreement dated as of October 10, 1997 (the "Loan Agreement").
Initially capitalized terms used in this First Amendment and not otherwise
defined herein shall have the meaning given such terms in the Loan
Agreement, unless the context clearly indicates otherwise.
B. Section 2.1A of the Loan Agreement provides that the Lenders'
aggregate Loan commitments will be reduced to $10,000,000 on March 31,
1998. Company desires to extend the date on which the Loan Commitments
will be so reduced and Lenders are agreeable to extending that date on the
terms and conditions set forth in this First Amendment.
NOW, THEREFORE, with reference to the foregoing Recitals, and for
other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Company and Lenders hereby agree as follows:
1. Section 2.1A of the Loan Agreement is hereby amended by
deleting therefrom clause (ii) in its entirety and substituting the
following therefor:
"(ii) reduced to each Lender's Pro Rata Share of $10,000,000 (or such
lesser amount of Loan Commitments that shall be outstanding on June
30, 1998) on June 30, 1998."
2. Except as expressly modified by this First Amendment, Company
and Lenders acknowledge and agree that the Loan Agreement and the other
Loan Documents are unmodified and remain in full force and effect. Company
hereby ratifies and affirms its obligations under the Loan Agreement (as
modified by this First Amendment) and the other Loan Documents.
3. This First Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed as original, but
all such counterparts together shall constitute one and the same
instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature
pages are physically attached to the same document.
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.
COMPANY: BANYAN STRATEGIC REALTY TRUST,
a Massachusetts business trust
By: /s/ Xxxx X. Xxxxxx
Printed Name: Xxxx X. Xxxxxx
Title: Vice President
AGENT: MORGENS, WATERFALL, VINTIADIS & COMPANY, INC.,
a New York corporation
By: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Title: Authorized Agent
LENDERS: RESTART PARTNERS, L.P.,
a Delaware limited partnership
By: PRIME GROUP L.P.,
a Delaware limited partnership,
its General Partner
By: PRIME GROUP, INC.,
a Delaware corporation,
its General Partner
By: Xxxxxx X. Xxxxx
(whose signature appears below),
Authorized Agent
RESTART PARTNERS II, L.P.,
a Delaware limited partnership
By: PRIME GROUP II, L.P.,
a Delaware limited partnership,
its General Partner
By: PRIME GROUP, INC.,
a Delaware corporation
its General Partner
By: Xxxxxx X. Xxxxx
(whose signature appears below),
Authorized Agent
RESTART PARTNERS III, L.P.,
a Delaware limited partnership
By: PRIME GROUP III, L.P.,
a Delaware limited partnership,
its General Partner
By: PRIME GROUP, INC.,
a Delaware corporation,
its General Partner
By: Xxxxxx X. Xxxxx
(whose signature appears below),
Authorized Agent
RESTART PARTNERS IV, L.P.,
a Delaware limited partnership
By: PRIME GROUP IV, L.P.,
a Delaware limited partnership,
its General Partner
By: PRIME GROUP, INC.,
a Delaware corporation,
its General Partner
By: Xxxxxx X. Xxxxx
(whose signature appears below),
Authorized Agent
RESTART PARTNERS V, L.P.,
a Delaware limited partnership
By: PRIME GROUP V, L.P.,
a Delaware limited partnership,
its General Partner
By: PRIME GROUP, INC.,
a Delaware corporation
its General Partner
By: Xxxxxx X. Xxxxx
(whose signature appears below),
Authorized Agent
ENDOWMENT RESTART LLC,
a Delaware limited liability company
By: ENDOWMENT PRIME LLC
a Delaware limited liability company,
its Managing Member
By: Xxxxxx X. Xxxxx
(whose signature appears below),
Authorized Agent
MORGENS WATERFALL INCOME PARTNERS, L.P.,
a New York limited partnership
By: MW CAPITAL, LLC,
a Delaware limited liability company,
its General Partner
By: Xxxxxx X. Xxxxx
(whose signature appears below)
Authorized Agent
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
for the entities and in the capacities described
above
