EXHIBIT 10 (viii)
_________________
SECOND AMENDMENT TO
CONVERTIBLE TERM LOAN AGREEMENT
THIS SECOND AMENDMENT TO CONVERTIBLE TERM LOAN AGREEMENT (this
"Second Amendment"), dated as of June 26, 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:
R E C I T A L S:
A. Company and Lenders are parties to that certain
Convertible Term Loan Agreement dated as of October 10, 1997, as amended by
that certain First Amendment to Convertible Term Loan Agreement dated as of
March 30, 1998 (as amended, the "LOAN AGREEMENT"). Initially capitalized
terms used in this Second 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 1.1 of the Loan Agreement defines certain terms
used in the Loan Agreement, including the term "Underwriting Guidelines".
Company and Lenders desire to amend the definition of Underwriting
Guidelines as set forth in this Second Amendment.
C. Section 2.1A of the Loan Agreement provides that the
Lenders' aggregate Loan Commitments will be reduced to $10,000,000 on June
30, 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 Second 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 1.1 of the Loan Agreement is hereby amended by
deleting therefrom the defined term "Underwriting Guidelines" in its
entirety and substituting the following therefor:
"UNDERWRITING GUIDELINES" means the following criteria:
(A) Facilities must be office or industrial properties,
but may include portfolios of properties in which 80% or more of the square
footage is office or industrial property;
(B) The ratio of (i) the projected net operating income
for the Facility for each of the three years following acquisition to (ii)
the sum of projected interest expense and scheduled debt principal payments
with respect to secured Indebtedness and ground lease payments used for the
acquisition for each such year shall be no less than 1.00:1.00;
(C) The ratio of (i) the projected net operating income
for the Facility for the three years following acquisition to (ii) the sum
of projected interest expense and scheduled debt principal payments with
respect to secured Indebtedness, ground lease payments and interest on
proceeds of Loans used for the acquisition for such three year period shall
be no less than 1.00:1.00;
(D) Receipt by Agent of (i) an appraisal or other
indication of value from an independent third party indicating value at
least equal to the Acquisition Price of the Facility and (ii) a phase one
or other similar environmental report indicating no significant
environmental issues, in each case two Business Days prior to any borrowing
for such Facility hereunder;
(E) Company or a Subsidiary of Company shall acquire
the Facility."
2. Section 2.1A of the Loan Agreement is hereby amended by
deleting such section in its entirety and substituting the following
therefore:
"A. AGREEMENT TO MAKE LOANS. Subject to the terms and
conditions of this Agreement and in reliance upon the representations and
warranties of Company set forth herein, each Lender severally agrees,
subject to the limitations set forth below with respect to the maximum
amount of Loans to lend to Company from time to time during the period from
the Closing Date to but excluding the Commitment Termination Date an
aggregate amount not exceeding its Pro Rata Share of the aggregate amount
of the Loan Commitments to be used for the purposes identified in
SUBSECTION 2.5. The original amount of each Lender's Loan Commitment is
set forth opposite its name on the signature pages hereto and the aggregate
original amount of the Loan Commitments is $20,000,000; PROVIDED that the
Loan Commitments of Lenders shall be adjusted to give effect to any
assignments of the Loan Commitments pursuant to SUBSECTION 8.1; provided
further that each Lender's Loan Commitment shall be reduced by the amount
of that Lender's Pro Rata Share of a Loan made pursuant to the provisions
hereof. Each Lender's Loan Commitment shall expire on the Commitment
Termination Date. Amounts borrowed under this SUBSECTION 2.1A may be
prepaid pursuant to SUBSECTION 2.4, but may not be reborrowed."
3. Except as expressly modified by this Second 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 Second Amendment) and the other Loan
Documents.
4. This Second 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 an 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 Second
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:_________________________________________
Printed Name:__________________________
Title:_________________________________
AGENT: MORGENS, WATERFALL, VINTIADIS & COMPANY, INC.,
a New York corporation
By:_______________________________________
Stuart B. Brown
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: Stuart B. Brown
(whose signature appears below),
Authorized Agent
[SIGNATURES CONTINUED ON NEXT PAGE]
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: Stuart B. Brown
(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: Stuart B. Brown
(whose signature appears below),
Authorized Agent
[SIGNATURES CONTINUED ON NEXT PAGE]
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: Stuart B. Brown
(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: Stuart B. Brown
(whose signature appears below)
Authorized Age
[SIGNATURES CONTINUED ON NEXT PAGE]
ENDOWMENT RESTART LLC,
a Delaware limited liability company
By: ENDOWMENT PRIME LLC,
a Delaware limited liability company,
its Managing Member
By: Stuart B. Brown
(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: Stuart B. Brown
(whose signature appears below),
Authorized Agent
______________________________________________________
Stuart B. Brown
for the entities and in the capacities described above