AMENDMENT TO LOAN AGREEMENT
AMENDMENT TO LOAN AGREEMENT (the "Amendment"), dated as of January 1, 1990,
among FOGELMAN MORTGAGE L.P. I (the "Issuer") and FPI CHESTERFIELD, L.P.
(formerly known as FPI Chesterfield, Ltd.) (the "Borrower"). Capitalized terms
used but not defined herein shall have the respective meanings set forth in
the Loan Agreement referred to below.
WHEREAS, the parties hereto are parties to a Loan Agreement dated as of
July 8, 1987 (the "Loan Agreement");
WHEREAS, in connection with the Consensual Reorganization of the Business and
Affairs of Avron B. Fogelman and Related Entities as of July 31, 1990, it is
required that certain modifications be made to the Loan Agreement;
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. Section 5.3(c) of the Loan Agreement shall be amended by removing the
phrase "greater of sixteen percent (16%) or two and one-half percent (2 1/2%)
per annum above the Prime Rate" from lines 7 through 9 and replacing such
phrase with the following:
"default rate provided in Section 1.9 thereof"
2. Section 6.2(a) of the Loan Agreement shall be amended in its
entirety to read as follows:
"(a) The Borrower agrees to (i) make such deposits in the Escrow Account
(as such term is defined in the Facility Note) as are required by the Facility
Note; (ii) pay, before they
DOC #347664
become delinquent, all taxes and governmental charges of any kind whatsoever
which may at any time be lawfully assessed against or with respect to the
Facility; (iii) pay, before they become delinquent, all utility and other
charges, including, without limitation, "service charges", incurred or imposed
for the operation, maintenance, use, upkeep and improvement of the Facility, and
(iv) pay, before they become delinquent, all assessments and charges of any kind
whatsoever lawfully made by any governmental body for public improvements;
provided that, with respect to special assessments or other governmental charges
that may lawfully be paid in installments over a period of years, the Borrower
shall be obligated under this Agreement to pay only such installments as are
required to be paid during the Contract Term."
3. Section 6.2(c) of the Loan Agreement shall be amended in its
entirety to read as follows:
"(c) If an Event of Default hereunder shall have occurred, the Issuer may
require the Borrower to make monthly deposits with an escrow agent acceptable to
Issuer, in an interest-bearing account, of a sum equal to one-twelfth of the
yearly assessments which may be levied against the Facility. The amount of such
assessments, when unknown, shall be estimated by the Issuer. Such deposits shall
be used to pay such assessments when due. Any insufficiency of such account to
pay such charges when due, shall be paid by the Borrower. If, by reason of any
Event of Default by the Borrower under any provision hereof the
DOC #347664 2
Issuer declares the Facility Note to be due and payable, the Issuer may then
apply any funds in said account and any funds in the Escrow Account (as such
term is defined in the Facility Note) against the obligation secured by the
Mortgage. The enforceability of the covenants relating to taxes and assessments
herein otherwise provided shall not be affected except insofar as those
obligations have been met by compliance with this paragraph. After an event of
Default hereunder shall have occurred, the Issuer may from time to time, at its
option, waive, and after any such waiver reinstate, any and all provisions
hereof requiring such deposits, by notice to the Borrower in writing. While any
such waiver is in effect, the Borrower shall pay assessments as herein above
provided and taxes as provided in the Facility Note."
4. The following phrase shall be inserted into line 4 of Section 10.2(a)(1) of
the Loan Agreement immediately following the phrase "pursuant to the Facility
Note":
", which sums shall include such obligations as are
accounted for in the Accrued Interest Account (as such
term is defined in the Facility Note),"
5. The following phrase shall be inserted into line 3
of Section ll.l(a)(ii) of the Loan Agreement immediately
following the phrase "the Facility Note":
", which amount shall include such obligations as are accounted for
in the Accrued Interest Account (as such term is defined in the
Facility Note),"
DOC #347664 3
6. The following parenthetical phrase shall be inserted into line 8 of
Section 11.2 of the Loan Agreement immediately following the phrase "date of
prepayment":
"(including such obligations as are accounted for in the Accrued Interest
Account [as such term is defined in the Facility Note])"
7. Except as expressly amended hereby, all of the terms of the Loan Agreement
shall remain and continue in full force and effect and are hereby confirmed in
all respects.
8. This Amendment may be signed in two counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were
upon the same instrument.
9. This Amendment shall become effective as of the date hereof upon the
execution hereof by each of the parties hereto.
DOC #347664 4
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Loan
Agreement to be duly executed as of the date first above written.
FOGELMAN MORTGAGE L.P. I
By: Prudential-Bache Properties, Inc.,
General Partner
By: /s/ Chester A. Piskorowski
--------------------------
Chester A. Piskorowski
Vice President
FPI CHESTERFIELD, L.P.
By: Fogelman Properties, Inc.,
General Partner
By /s/ L. Don Campbell, Jr.
---------------------------
L. Don Campbell, Jr.
Executive Vice President
DOC #347664 5