Exhibit 10.3



	
  
SECTION:
  	
  
2
  	
  
 
  
	
  
BLOCK: 
  	
  
1
  	
  
 
  
	
  
LOT: 
  	
  
1
  	
  
 
  
	
  
COUNTY:
  	
  
Oklahoma
  	
  
 
  




Date:     As of August 9, 2005


FOURTH AMENDMENT TO MORTGAGE, ASSIGNMENT OF LEASES
 AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING


by and between


CORPORATE REALTY INCOME FUND I, L.P.


(“Mortgagor”)


having an office at
 475 Fifth Avenue
 21st Floor
 New York, New York 10017


and


BANK OF AMERICA, N.A., successor by merger to Fleet National Bank, AS AGENT


having its principal office at
 1185 Avenue of the Americas
 New York, New York 10036


(“Mortgagee”)


This instrument prepared by, and after recording please return to:


Loeb & Loeb LLP
 345 Park Avenue
 New York, New York 10154-0037
 Attention:  Kenneth D. Freeman, Esq.









FOURTH AMENDMENT TO MORTGAGE, ASSIGNMENT OF LEASES
 AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING


     FOURTH AMENDMENT TO MORTGAGE,
     ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING dated
     as of August 9, 2005 (as the same may be amended or otherwise modified
     from time to time, this “Amendment”) by and between
     CORPORATE REALTY INCOME FUND I, L.P., a Delaware limited partnership (the
     “Mortgagor”), having an office at 475 Fifth Avenue, 21st
     Floor, New York, New York 10017 and BANK OF AMERICA, N.A., successor by
     merger to Fleet National Bank, a national banking association organized and
     existing under the laws of the United States of America (the
     “Mortgagee”), as Agent, having an office at 1185 Avenue of
     the Americas, New York, New York 10036.


WITNESSETH


          WHEREAS, the Mortgagor executed and delivered to the Mortgagee that certain Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated September 26, 1996 (as heretofore amended and as the same may further be amended or otherwise modified from time to time, the “Mortgage”) covering all of the Mortgagor’s estate in and to all that tract or parcel of land situate, lying and being in the County of Oklahoma, State of Oklahoma, and more particularly described in Exhibit A annexed to and made a part of this Amendment;


          WHEREAS, the Mortgage was recorded in the Oklahoma County Clerk’s Office (the “Clerk’s Office”) on September 30, 1996 in Book 6956, Page 976;


          WHEREAS, the Mortgagor and Fleet Bank, National Association, as Lender, are also parties to a Loan Agreement dated as of September 26, 1996 (as the same may be amended or otherwise modified from time to time, the “Loan Agreement”) and, pursuant to the Loan Agreement, the lenders thereunder agreed to lend up to $24,000,000 to the Mortgagor, and, to evidence such loans, the Mortgagor executed and delivered to the Mortgagee the Note;


          WHEREAS, payment of the indebtedness of the Mortgagor evidenced by the Note is secured by the Mortgage; 


          WHEREAS, the Mortgagor and Fleet Bank, National Association, as Lender, entered into a First Amendment of the Loan Agreement and Note dated as of December 6, 1996 (as the same may be amended or otherwise modified from time to time, the “First Amendment”) for the purpose, among others, of increasing the principal amount of the Note from $24,000,000 to $44,000,000, and, as a condition precedent to the effectiveness of the First Amendment, such parties entered into a First Amendment to the Mortgage, amending the Mortgage and reconfirming the provisions thereof;


          WHEREAS, the Mortgagor, as Borrower, and Fleet Bank, National Association and other parties, as Lenders, entered into a Second Amendment of Loan Agreement dated as of March 17, 1997 (as the same may be amended or otherwise modified from time to time, the “Second Amendment”) for the purpose, among others, of deeming the San Antonio Project a Project and, consequently, revising the Loan allocations for the Projects;









          WHEREAS, Fleet Bank, National Association assigned the Mortgage to the Mortgagee pursuant to an assignment dated March 26, 1997 and recorded on April 10, 1997 in Book 7055, Page 1109 in the Clerk’s Office;


          WHEREAS, the Mortgagor, as Borrower, and Fleet Bank, National Association and other parties, as Lenders, entered into a Third Amendment of the Loan Agreement and Note dated as of September 25, 1998 (as the same may be amended or otherwise modified from time to time, the “Third Amendment”) for the purpose, among others, of increasing the principal amount of the Note from $44,000,000 to $49,000,000, and, as a condition precedent to the effectiveness of the Third Amendment, such parties entered into a Second Amendment to the Mortgage, amending the Mortgage and reconfirming the provisions thereof;


          WHEREAS, the Mortgagor and Fleet National Bank (in its capacity as agent and as sole lender) entered into an Amended and Restated Loan Agreement dated as of October 12, 2000 (as the same may be amended or otherwise modified from time to time, the “Amended Loan Agreement”) and an Amended and Restated Secured Promissory Note dated as of October 12, 2000 (as the same may be amended or otherwise modified from time to time, the “Amended Note”) for the purpose, among others, of decreasing the principal amount of the Note from $49,000,000 to $25,000,000;


          WHEREAS, since the date of the Amended Note, the outstanding principal amount of the Amended Note has decreased from $25,000,000 to $3,104,289.23;


          WHEREAS, the Mortgagor and the Mortgagee (in its capacity as agent and as sole lender) are simultaneously entering into a First Amendment to Amended and Restated Loan Agreement (the “Loan Agreement Amendment”) and a First Amendment to Amended and Restated Secured Promissory Note (the “Note Amendment”) for the purpose, among others, of increasing the principal amount of the Note from $3,104,289.23 to $6,104,289.23; and


          WHEREAS, it is a condition precedent to the effectiveness of the Loan Agreement Amendment and the Note Amendment that each of the parties hereto shall have executed and delivered this Amendment, thereby amending the Mortgage and each of the parties hereto is willing to do so.


          NOW, THEREFORE, the parties to this Amendment hereby agree as follows:


          1.     All capitalized terms used herein without definition and which are defined in the Mortgage are used herein with the meanings assigned to such terms in the Mortgage.


          2.     All references in the Mortgage to “Fleet National Bank” shall hereafter be deemed to be references to “Bank of America, N.A., successor by merger to Fleet National Bank, a national banking association organized and existing under the laws of the United States of America.”


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          3.     The descriptions in the Mortgage to the Note being in the principal amount of $24,000,000, as subsequently amended by the First Amendment to the Mortgage so that all of such references became references to a Note in the principal amount of $44,000,000, by the Second Amendment to the Mortgage so that all such references became references to a Note in the principal amount of $49,000,000, and by the Third Amendment to the Mortgage so that all such references became references to a Note in the principal amount of $25,000,000, are hereby further amended so that all of such references shall be to a Note in the principal amount of $3,104,289.23.


          4.     All references in the Mortgage to the Note shall hereafter be deemed to be references to the Amended Note, as amended by the Note Amendment, and all references in the Mortgage to the Loan Agreement shall hereafter be deemed to be references to the Amended and Restated Loan Agreement, as amended by the Loan Agreement Amendment.


          5.     The definition of “Permitted Encumbrances” in the Mortgage is hereby amended to mean each of the exceptions to coverage set forth in Schedule B – Section II of that certain Title Policy issued by Chicago Title Insurance Company to and accepted by the Mortgagee insuring the Trust Deed as supplemented by any endorsements issued on or about the date hereof and such other items as the Mortgagee, in its sole discretion, may approve in writing.


          6.     The following language is added as SECTION 8.3 of the Mortgage:

	
  
 
  	
  
        8.3     Interest   Rate Protection Agreement.  This   Mortgage shall secure the payment of all amounts that may be due and payable   pursuant to the terms of any interest rate swap, cap or other interest rate   protection agreement (collectively, the “Hedge Agreement”) now or   hereafter entered into between the Mortgagor and the Mortgagee or their   respective designees, including, without limitation, the obligation of the   Mortgagor to make payments thereunder and to pay any amounts which may become   due upon a termination thereof.  All   such payments with respect to such Hedge Agreement shall be deemed to be   additional interest under the Note.    The additional interest shall be secured by this Mortgage (even if the   principal balance has been paid in full) and the Mortgagor shall not be   entitled to a satisfaction, termination or release of
this Mortgage, and the   lien and conveyance created by this Mortgage shall continue, if and so long   as any additional interest under the Note and/or the Hedge Agreement payable   by the Mortgagor remains outstanding and unpaid and/or any Hedge Agreement   remains outstanding.  A copy of the   Hedge Agreement, if any, is on file with the Mortgagor.  Any breakage costs incurred under any   Hedge Agreement shall be deemed to be additional interest under the Note and   not principal, and any reference to “principal” in this Mortgage shall not be   deemed to apply to such breakage costs.
  




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          7.     The granting clauses of the Mortgage are hereby restated in their entirety and incorporated herein and the Mortgagor hereby ratifies and restates such granting clauses as incorporated herein.


          8.     The Mortgage, as modified by this Amendment, and all covenants of the Mortgagor made in the Mortgage are hereby ratified and confirmed by the Mortgagor in all respects, and the Mortgage, as so modified, shall continue in full force and effect in accordance with its terms.


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          IN WITNESS WHEREOF, each of the parties has caused these presents to be signed and attested, all as of the day and year first above written.

	
  
ATTEST:
  	
  
 
  	
  
 
  	
  
CORPORATE REALTY   INCOME FUND   I, L.P.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
By:
  	
  
/s/ ROBERT F.   GOSSETT, JR.
  
	
  


  	
  
 
  	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
Robert F.   Gossett, Jr.,
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
General   Partner
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
By:
  	
  
1345 REALTY CORPORATION
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
General   Partner
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
By:
  	
  
/s/ ROBERT F.   GOSSETT, JR.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
Robert F.   Gossett, Jr.,
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
President
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
ATTEST:
  	
  
 
  	
  
 
  	
  
BANK OF AMERICA, N.A., AS AGENT
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
By:
  	

/s/ GREGORY W.   EGLI
   
	
  


  	
  
 
  	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
Gregory W.   Egli, Senior Vice President
  




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  STATE OF NEW   YORK
  	
  
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ss:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
COUNTY OF   NEW YORK
  	
  
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          On the 8 day of August in the year 2005 before me, the undersigned, personally appeared Robert F. Gossett, Jr., personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

	
       /s/
  
	
  


  	
   
  
	
  
Signature   and Office of individual taking acknowledgment
  	
  
 
  





	
  
STATE OF NEW   YORK
  	
  
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ss:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
COUNTY OF   NEW YORK
  	
  
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          On the 8 day of August in the year 2005 before me, the undersigned, personally appeared Gregory W. Egli, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

	
       /s/
  
	
  


  	
   
  
	
  Signature   and Office of individual taking acknowledgment
  	
   
  



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