ALLSTATE LIFE INSURANCE COMPANY
LOAN NO. 121-026
MODIFICATION OF MORTGAGE NOTE
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THIS AGREEMENT (the "Modification") is entered into as of the 31st day
of October, 1995, by and between HOLCOMB BRIDGE PARTNERS, L.P., a Georgia
limited partnership ("Borrower"), and HARRIS 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
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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
1575 Old Alabama Road and 1005 Holcomb Woods Parkway, in the City of
Roswell, County of Fulton, State of Georgia. The Security Deed was
recorded October 10, 1990 in Deed Book 13769, Page 239 in the Official
Records of Fulton County. The Note is further secured by that certain
Financing Statement on Form UCC-1 filed October 10, 1990 with the office of
Fulton County Superior Court Clerk as File No. 746094 and the office of the
Cobb County Superior Court Clerk as File No. 90-9641 (the "Financing
Statement"), and certain representations, warranties, covenants and
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 Deed to Secure Debt.
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. On or about October 25, 1993 Allstate endorsed the Note and
assigned the original Loan Documents to Lender.
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, modify the interest rate and make other certain
modifications.
F. Concurrently herewith Lender and Borrower have executed (i) a
Modification to Deed to Secure Debt, Assignment of Leases, Rents and
Contracts, Security Agreement and Fixture Filing, (ii) a Reaffirmation of
Environmental Indemnity Agreement, and (iii) a 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. The maturity date of the Note is hereby extended to November 1,
2000 (the "Extended Maturity Date").
2. Effective as of November 1, 1995, the first sentence of Section 1
of the Note is amended to read in its entirety as follows:
1. Payment of Principal and Interest. FOR VALUE RECEIVED,
HOLCOMB BRIDGE PARTNERS, L.P., a Georgia limited partnership
("Maker"), hereby promises to pay to the order of ALLSTATE LIFE
INSURANCE COMPANY, an Illinois corporation, and any subsequent
holder of this Note ("Holder" or "Holders") in the manner
hereinafter provided, the principal amount of SIX MILLION SEVEN
HUNDRED THOUSAND AND NO/100 DOLLARS ($6,700,000.00) together with
(i) interest on the outstanding principal balance from the date
of the initial disbursement of all or a part of the principal of
this Note ("Disbursement Date") to and including October 31, 1995
at the rate of ten percent (10%) per annum, and (ii) interest on
the unpaid principal balance from and including November 1, 1995
until maturity at the rate of eight and 20/100 percent (8.20%)
per annum (collectively, "Contract Rate") as follows:
(a) on the Disbursement Date, interest only in advance,
accruing from the Disbursement Date to the last day of
October, 1990, both dates inclusive; and
(b) interest only, in arrears, in the amount of FIFTY-FIVE
THOUSAND EIGHT HUNDRED THIRTY-THREE AND 33/100 DOLLARS
($55,833.33) on the first day of December, 1990 and on the
first day of each month thereafter to and including November
1, 1995; and
(c) in arrears, on the first day of December, 1995 and on
the first day of each month thereafter until this Note
matures, principal and interest in consecutive equal
installments of FIFTY-TWO THOUSAND SIX HUNDRED TWO AND
49/100 ($52,602.49), which amount is calculated using an
amortization period of twenty-five (25) years; and
(d) on November 1, 2000, the entire unpaid principal and
any interest accrued but remaining unpaid, and all other
sums due under this Note.
3. Effective as of November 1, 1995, the first full paragraph of
Section 9 of the Note is amended to read in its entirety as follows:
Prepayment. Maker shall be prohibited from prepaying the Note
until October 1, 1998 (the "No-Prepayment Period"). Subsequent
to the No-Prepayment Period, on any regular payment date, with
sixty (60) days prior written notice to Holder specifying the
date of the prepayment, Maker will have the privilege of
prepaying the entire outstanding principal amount together with
accrued but unpaid interest, any other sums secured by the
Security Deed and the Related Agreements and the following
percent premium on the principal balance (the "Prepayment
Premium"): a two percent (2%) premium on the principal balance
if the prepayment is made between October 1, 1998 and September
30, 1999 and a one percent (1%) premium on the principal balance
if the prepayment is made between October 1, 1999 and August 1,
2000. No Prepayment Premium shall be due on the principal
balance prepaid in the last sixty days of the loan term.
4. Borrower and Lender agree that the option to extend the maturity
of the Note described in paragraph 25 of the Note has been properly
exercised and Borrower has no further rights or option to extend the
maturity of the Note.
5. All payment and performance obligations of the Borrower under the
Loan Documents, the Indemnity and any other Related Agreements, as modified
hereby, shall hereinafter sometimes be referred to as the "Obligations."
Borrower hereby acknowledges by its execution hereof that as of the date of
execution hereof the Obligations are unconditionally due and owing to
Lender as provided in the Loan Documents and that Borrower has no actions,
defenses, demands and/or claims or rights of set-off or deduction
whatsoever against (a) Lender, (b) the indebtedness evidenced by the Note,
and owed to the Lender, or (c) the Loan Documents. Furthermore, Borrower
acknowledges that as of the date of execution hereof, Lender has in no way
defaulted or performed, or failed to perform, any act or omission under the
Note or the other Loan Documents or any other agreements between Borrower
and Lender which would or could give rise to any action or actions, cause
or causes of actions, suits, debts, sums of money, damages, claims, costs,
expenses and/or demands whatsoever, in law or in equity or otherwise by
Borrower against Lender.
6. Except as expressly provided herein, nothing in this Modification
shall alter or affect any provision, condition, or covenant in the Loan
Documents, or affect or impair any rights, powers, or remedies thereunder.
Borrower hereby reaffirms, for the benefit of Lender, all representations,
warranties, covenants, and agreements in the Loan Documents, as modified
hereby. All interests granted to Lender securing Borrower's obligations
under the Loan Documents shall secure this Modification.
7. All provisions contained in this Modification are severable and
the invalidity or unenforceability of any provision shall not affect or
impair the validity or enforceability of the remaining provisions and this
Modification, all of the obligations set forth herein survive the
recordation of this Modification.
8. This Modification may be executed in multiple counterparts, all
of which shall be deemed originals and with the same effect as if all
parties had signed the same document. All of such counterparts shall be
construed together and shall constitute one instrument. The singular form
shall include the plural and vice versa.
The parties have entered into this Modification as of the date
hereinabove set forth.
BORROWER
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HOLCOMB BRIDGE PARTNERS, L.P.,
a Georgia limited partnership
By:/s/ John M. Barge
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John M. Barge, Partner
By:/s/ John H. Wagener
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John H. Wagener, Partner
LENDER
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HARRIS 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)
By: ALLSTATE LIFE INSURANCE
COMPANY
By:___________________________
By:___________________________
ITS AUTHORIZED SIGNATORIES