AMENDMENT
TO
PROMISSORY NOTE
THIS AMENDMENT TO PROMISSORY NOTE (this "Amendment") is made and
executed as of the 6th day of April, 1998 by each of the entities identified
on Schedule A annexed hereto (collectively, the "Makers"), and MORGAN
GUARANTY TRUST COMPANY OF NEW YORK, a New York banking corporation (the
"Payee").
RECITALS
R-1. AP-Anaheim LLC, a California limited liability company, AP-
Arlington LLC, a California limited liability company, AP-Atlantic LLC, a
California limited liability company, AP-Cityview LLC, a California limited
liability company, AP-Redlands LLC, a California limited liability company,
AP-Palmdale LLC, a California limited liability company, AP-Farrell Ramon
LLC, a California limited liability company, AP-Sierra LLC formerly known as
Abbey Sierra LLC, a California limited liability company, AP-Victoria LLC, a
California limited liability company, and AP-Victorville LLC, a Delaware
limited liability company (collectively, the "Original Borrowers") executed
and delivered on a joint and several basis a certain Promissory Note to Payee
dated August 28, 1997 (the "Original Note"), in the original maximum
principal amount of SEVENTY MILLION AND NO/100 DOLLARS ($70,000,000.00).
R-2. AP-Edinger LLC, a California limited liability company, AP-
Glendora LLC, a California limited liability company and AP - Diamond Bar
LLC, a California limited liability company (collectively, the "Additional
Borrowers"), have, pursuant to certain Promissory Note Assumption Agreements
dated December 10, 1997, December 24, 1997 and January 16, 1998,
respectively, assumed all obligations under the Original Note on a joint and
several basis with the Original Borrowers and each other Additional Borrower
(the Original Note, as heretofore modified by said Promissory Note Assumption
Agreements, is hereinafter collectively referred to as the "Note").
Capitalized terms used herein without definition shall have the respective
meanings ascribed thereto in the Note.
R-3. The Makers have requested and the Payee has agreed to increase the
maximum outstanding principal amount available pursuant to the Loan Agreement
from SEVENTY MILLION AND NO/100 DOLLARS ($70,000,000.00) to ONE HUNDRED
TWENTY MILLION AND NO/100 DOLLARS ($120,000,000.00) subject to and in
accordance with that certain Amendment to Revolving Credit Agreement of even
date herewith between the Makers and Payee.
R-4. The parties hereto desire to amend the Note to increase the
principal amount thereof from SEVENTY MILLION AND NO/100 DOLLARS
($70,000,000.00) to ONE HUNDRED TWENTY MILLION AND NO/100 DOLLARS
($120,000,000.00) in accordance with the terms set forth herein.
AGREEMENT
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Makers hereby jointly and
severally agree as follows with Payee.
1. The Recitals set forth hereinabove are hereby incorporated by this
reference with the same force and effect as if fully set forth herein.
2. The definition of the term "Mortgages" set forth in the Note is
hereby deleted in its entirety and the following is hereby substituted
therefor:
"Mortgages" shall mean collectively (i) those thirteen (13) Deeds of
Trust, Security Agreements, Assignments of Rents and Fixture Filings
previously executed by each Maker for the benefit of Payee, each in the
original principal amount of $70,000,000, as each of such deeds of
trust was increased to $120,000,000 and modified pursuant to certain
First Amendments to Deed of Trust, Security Agreement, Assignment of
Rents and Fixture Filing and First Amendment to Assignment of Leases
and Rents and Security Deposits executed by each of the Makers and
dated as of April _, 1998 and (ii) any other deeds of trust hereafter
delivered to Payee pursuant to the terms of the Loan Agreement.
3. The definition of "Note Amount" is hereby modified by deleting
the amount "$70,000,000" and substituting the amount "$120,000,000" therefor.
The first paragraph of the Note is hereby modified by deleting the phrase
"SEVENTY MILLION AND NO/100 DOLLARS ($70,000,000.00)" where it appears
therein and substituting the phrase "ONE HUNDRED TWENTY MILLION AND NO/100
DOLLARS ($120,000,000.00)" therefor.
4. The outstanding principal balance due under the Note as modified
hereby is $59,420,800 as of the date hereof. Each of the Makers hereby
reaffirms all of its covenants and obligations under the Note as modified
hereby, including, without limitation, the obligation to pay the principal
amount of the Note as modified hereby together with interest thereon as
provided in the Note. Each of the Makers acknowledges and agrees that it has
no offsets, counterclaims or defenses to any of its obligations under the
Note as modified hereby.
5. Except as modified hereby, the Note remains unmodified and in full
force and effect.
6. This Amendment shall be governed by and construed in accordance
with the laws of the State of New York in the same manner and to the same
extent as the Original Note.
7. This Amendment may be executed in any number of counterparts, all
of which, when taken together, shall constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the day and year first hereinabove written.
AP - DIAMOND BAR LLC, a California limited
liability company
By: Abbey Investments, Inc., a
California corporation, its
Manager
By:/s/ Donald G. Abbey
-------------------------------
Name:Donald G. Abbey
Title:President
AP - EDINGER LLC,
a California limited liability company
By: Abbey Investments, Inc., a
California corporation, its
Manager
By:/s/ Donald G. Abbey
-------------------------------
Name:Donald G. Abbey
Title:President
AP - GLENDORA LLC,
a California limited liability company
By: Abbey Investments, Inc., a
California corporation, its
Manager
By:/s/ Donald G. Abbey
-------------------------------
Name:Donald G. Abbey
Title:President
[Signatures Continue on Following Page]
AP - ANAHEIM LLC,
a California limited liability company
By: Abbey Investments, Inc., a
California corporation, its
Manager
By:/s/ Donald G. Abbey
-------------------------------
Name:Donald G. Abbey
Title:President
AP - ARLINGTON LLC,
a California limited liability company
By: Abbey Investments, Inc., a
California corporation, its
Manager
By:/s/ Donald G. Abbey
-------------------------------
Name:Donald G. Abbey
Title:President
AP - ATLANTIC LLC,
a California limited liability company
By: Abbey Investments, Inc., a
California corporation, its
Manager
By:/s/ Donald G. Abbey
-------------------------------
Name:Donald G. Abbey
Title:President
AP - CITYVIEW LLC,
a California limited liability company
By: Abbey Investments, Inc., a
California corporation, its
Manager
By:/s/ Donald G. Abbey
-------------------------------
Name:Donald G. Abbey
Title:President
[Signatures Continue on Following Page]
AP - REDLANDS LLC,
a California limited liability company
By: Abbey Investments, Inc., a
California corporation, its
Manager
By:/s/ Donald G. Abbey
-------------------------------
Name:Donald G. Abbey
Title:President
AP - PALMDALE LLC,
a California limited liability company
By: Abbey Investments, Inc., a
California corporation, its
Manager
By:/s/ Donald G. Abbey
-------------------------------
Name:Donald G. Abbey
Title:President
AP - FARRELL RAMON LLC,
a California limited liability company
By: Abbey Investments, Inc., a
California corporation, its
Manager
By:/s/ Donald G. Abbey
-------------------------------
Name:Donald G. Abbey
Title:President
AP - SIERRA LLC (formerly known as Abbey
Sierra LLC), a California limited liability
company
By: Abbey Investments, Inc., a
California corporation, its
Manager
By:/s/ Donald G. Abbey
-------------------------------
Name:Donald G. Abbey
Title:President
[Signatures Continue on Following Page]
AP - VICTORIA LLC,
a California limited liability company
By: Abbey Investments, Inc., a
California corporation, its
Manager
By:/s/ Donald G. Abbey
-------------------------------
Name:Donald G. Abbey
Title:President
AP - VICTORVILLE LLC,
a Delaware limited liability company
By: DA Investments Properties, Inc.,
a Delaware corporation, its
Manager
By:/s/ Donald G. Abbey
-------------------------------
Name:Donald G. Abbey
Title:President
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
By:/s/ Bernard J. Costello
--------------------------------------
Name: Bernard J. Costello
Title: Vice President
By:/s/ E. Thornton
--------------------------------------
Name: E. Thornton
Title: Vice President
SCHEDULE A
Borrower Entities
1. AP - DIAMOND BAR LLC, a California limited liability company
2. AP - EDINGER LLC, a California limited liability company
3. AP - GLENDORA LLC, a California limited liability company
4. AP - ANAHEIM LLC, a California limited liability company
5. AP - ARLINGTON LLC, a California limited liability company
6. AP - ATLANTIC LLC, a California limited liability company
7. AP - CITYVIEW LLC, a California limited liability company
8. AP - REDLANDS LLC, a California limited liability company
9. AP - PALMDALE LLC, a California limited liability company
10. AP - FARRELL RAMON LLC, a California limited liability company
11. AP - SIERRA LLC (formerly known as Abbey Sierra LLC), a California
limited liability company
12. AP - VICTORIA LLC, a California limited liability company
13. AP - VICTORVILLE LLC, a Delaware limited liability company