Exhibit 10.36 SECOND MODIFICATION TO DEED OF TRUST AND
SECURITY AGREEMENT "B"
SECOND MODIFICATION TO
DEED OF TRUST AND SECURITY AGREEMENT "B"
THIS SECOND MODIFICATION TO DEED OF TRUST AND SECURITY AGREEMENT "B"
(this "Second Modification"), is made as of the 31st day of December, 1999,
and is by and between ARLINGTON SQUARE LIMITED PARTNERSHIP, a Virginia
limited partnership ("Grantor") having its principal office at c/o The
Washington Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ALLIED CAPITAL CORPORATION, a Maryland corporation
("Beneficiary") having its principal office at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇.▇., ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇.
Recitals:
WHEREAS, pursuant to the terms of a certain Loan Agreement dated November 20,
1997, by and between Grantor and Beneficiary, Grantor previously obtained a loan
(the "Loan") from Beneficiary in the aggregate principal amount of Twenty-four
Million Three Hundred Thousand and No/100 Dollars ($24,300,000.00); and
WHEREAS, the Loan was evidenced by (i) a certain Promissory Note dated
November 20, 1997 (together with any and all extensions, renewals,
modifications and substitutions thereof or therefor, "Note A") made by
Grantor and payable to the order of Beneficiary in the original principal
amount of Twenty-three Million Three Hundred Thousand and No/100 Dollars
($23,300,000.00), which note was secured by, among other things, the lien of
a certain Deed of Trust and Security Agreement "A" ("Deed of Trust A") made
by Grantor for the benefit of Beneficiary and recorded on November 21, 1997
in Book 2860 at Page 1501 in the Office of the Clerk of the Circuit Court of
Arlington County, Virginia encumbering the real property located more
particularly described therein and located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ (the "Real Property"); and (ii) a certain Promissory Note dated
November 20,1997, as modified by Allonge dated April 23,1998 (together with
any and all extensions, renewals, modification and substitutions thereof or
therefor, "Note B") made by Grantor and payable to the order of Beneficiary
in the original principal amount of One Million and No/100 Dollars
($1,000,000.00), which note evidenced Grantor's obligation to repay to
Beneficiary the principal amount thereof and certain other monetary
obligations owing to Beneficiary (including, without limitation,
Beneficiary's participation interest pursuant to subparagraph 2(g) of Note B)
more particularly set forth therein (collectively, the "Other Monetary
Obligations") and was secured by, among other things, the lien of a certain
Deed of Trust and Security Agreement "B" made by Grantor for the benefit of
Beneficiary and recorded on November 21, 1997 in Book 2860 at Page 1530 in
the Office of the Clerk of the Circuit Court of Arlington County, Virginia,
as modified by First Modification to Deed of Trust and Security Agreement "B"
dated November 24, 1998 and recorded in Book 2941 at Page 2132 of said
records ("Deed of Trust B"), encumbering the Real Property as more
particularly described therein and on Schedule A attached hereto; and
WHEREAS, Grantor repaid all sums due and owing pursuant to Note A and Deed of
Trust A has accordingly been released; and
WHEREAS, while Grantor repaid the principal and interest due and payable
pursuant to Note B, the Other Monetary Obligations remained outstanding as of
November 24, 1998; and
WHEREAS, Grantor and Beneficiary have agreed upon the dollar amount of the Other
Monetary Obligations and the payment terms pursuant to which such amount shall
be repaid by Grantor to Beneficiary; and
WHEREAS, Note B has been accordingly amended and restated in its entirety by
that certain Amended and Restated Promissory Note dated as of December 1, 1998
in the principal amount of One Million Eight Hundred and Fifty Thousand Dollars
($1,850,000.00) ("Amended and Restated Note B"); and
WHEREAS, Grantor and Beneficiary desire to enter into this Second Modification
to reflect that Deed of Trust B continues to secure Grantor's obligation to
repay all sums as and when due pursuant to Note B, as amended and restated by
Amended and Restated Note B.
WITNESSETH THAT:
NOW THEREFORE, for Ten Dollars ($10.00) and other good and valuable
consideration, the receipt and the sufficiency of which is hereby acknowledged,
the parties hereto, intending to be legally bound hereby, agree as follows:
1. The foregoing recitals are hereby incorporated herein by this
reference and made a part hereof, with the same force and effect as if fully set
forth herein.
2. Deed of Trust B is hereby modified to reflect that the defined
term "Debt", as used in Deed of Trust B, shall refer to Grantor's obligation to
pay to Beneficiary amounts due and payable pursuant to Amended and Restated
Note B.
3. Except as expressly modified hereby, the terms and provisions
of Deed of Trust B shall be and remain unchanged and in full force and effect,
and as so modified the same are hereby approved, ratified and confirmed.
4. This Second Modification shall be governed by the laws of the
Commonwealth of Virginia and shall be binding upon and inure to the benefit of
the parties
2
hereto and their respective, heirs, executors, administrators, personal
representatives, successors, and assigns.
5. This Second Modification may be executed in any number of
counterparts, each of which shall be deemed an original and all of which
together shall be deemed one and the same instrument.
6. It is acknowledged and agreed that Deed of Trust B as further
modified hereby constitutes the Junior Trust pursuant to that certain
Subordination Agreement dated as of November 28, 1998 by and among Grantor,
Senior Lender (as defined therein) and Beneficiary and recorded in the Office of
the Clerk of the Circuit Court of Arlington County, Virginia in Book 2941 at
Page 2095.
IN WITNESS WHEREOF, the undersigned have executed this Modification on
the day and year first above written.
GRANTOR:
ARLINGTON SQUARE LIMITED
PARTNERSHIP, a Virginia limited partnership
By: Arlington Square, Inc., a Virginia
corporation, its general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
BENEFICIARY:
ALLIED CAPITAL CORPORATION, a
Maryland corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Principal
3
STATE OF Maryland )
) ss.:
COUNTY OF ▇▇▇▇▇▇▇▇▇▇ )
On this 3rd day of September 1999, before me personally came ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇ to me known, who, being by me duly sworn, did depose and say that he
is the President of Arlington Square, Inc., general partner of Arlington
Square Limited Partnership, the limited partnership described in and which
executed the within instrument as Grantor; and that s/he signed his name
thereto in such capacity on behalf of said entity as general partner of and
on behalf of said limited partnership.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-----------------------------------
Notary Public
My Commission Expires:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
NOTARY PUBLIC STATE OF MARYLAND
My Commission Expires November 1, ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇) ss.:
On this 8 day of February 2000, before me personally came ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, to me known, who, being by me duly sworn, did depose and say that
s/he is the Principal of Allied Capital Corporation, the corporation
described in and which executed the within instrument as Beneficiary; and
that s/he signed his name thereto in such capacity on behalf of said entity.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
Notary Public
My Commission Expires: 10/31/02
4
Schedule "A"
LEGAL DESCRIPTION
All that certain land situate in Arlington County, Virginia, and more
particularly described as follows:
Parcel A, ARLINGTON SQUARE, as duty dedicated, platted and recorded in Deed
Book 2210, page 994, among the land records of Arlington County, Virginia.