Exhibit 10.97


 


 


January
30, 2002


 


 


Huntley
Development Limited Partnership


77
West Wacker Drive, Suite 4200


Chicago,
Illinois 60601


Attn:                    Mr. Gary Skoien


 


Re:                               Loan in the maximum amount of
11,712,177.00 from Beal Bank, S.S.B. (“Lender”) to Huntley Development Limited
Partnership (“Borrower”)


 


Gentlemen:


 


Concurrently with the execution and delivery of this
letter agreement, Borrower and Lender are closing a renewal, modification,
increase and extension of the above-referenced loan (the “Loan”).  This letter will constitute the Loan
Agreement referenced in the Mortgage, Security Agreement and Assignment of
Leases and Rents as amended, most recently by that certain Third Modification
and Extension Agreement of even date herewith, by and between Lender and Borrower
(the “Mortgage”), and the other Loan Documents, as such term is defined in the
Mortgage, including, without limitation, the Amended, Restated and Increased
Promissory Note (the “Note”), of even date herewith, in the stated principal
amount of $11,712,177.00, executed and delivered by Borrower to Lender and
which evidence and secure the Loan.


 


As of the date hereof, the principal balance of the
Prior Note, as such term is defined in the Note, is $9,212,177.00. Accordingly,
the sum of $2,500,000.00 (the “Remaining Proceeds”) remains to be funded as
part of the Loan. The Remaining Proceeds will be advanced no more frequently
than monthly, not less than five (5) business days following the receipt by
Lender from Borrower of a written request for advance, in form as required by
Lender, and will be advanced subject to the satisfaction of the following
conditions, and such other conditions as Lender may hereinafter impose:


 


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Huntley
Development Limited Partnership


January
30, 2002


 


1.                                       no Event of Default, as defined in the
Mortgage, or event or condition which, with the giving of notice, the passage
of time, or both, could mature into an Event of Default may be in existence
either at the time Lender receives the request for such advance or at the time
the advance of the portion of the Remaining Proceeds in question is to be made;


2.                                       the amount of the advance must be at
least $500,000.00 or, if less, the amount of unfunded Remaining Proceeds;


3.                                       the Remaining Proceeds may be used by the
Borrower to pay the Loan extension fee in the amount of $125,000.00 to be paid
by Borrower to Lender in regard to the increase, extension and modification of
the Loan being effected as described herein and to pay costs incurred in developing
the real property encumbered by the Mortgage in accordance with budgets, plans,
specifications and contracts approved in writing by Lender and such other legal
uses as may be consented to by Lender, which consent may be granted or withheld
in the sole discretion of Lender, however, without limitation, such uses may
not violate or conflict with any applicable regulations, including, without
limitation, those of the Federal Reserve System;


4.                                       if requested by Lender, Borrower must
provide to Lender evidence satisfactory to Lender that proceeds of the Loan
previously advanced have been used for the purposes for which such proceeds
were advanced and that no liens, claims, security interests or other
encumbrances relating to any of the property which is encumbered by the
Mortgage then exist except for any thereof previously disclosed to Lender,
which will be released and satisfied by payment of the obligations to which
such liens, claims, security interests or other encumbrances relate using the
Loan proceeds then being advanced;


5.                                       the advance must be requested at least
fifteen (15) days prior to the then stated maturity date of the Loan;


6.                                       the Borrower must provide to Lender such
documents and information as Lender may require in regard to the advance being
requested;


7.                                       the Borrower must cause the title
insurance policy issued to Lender in regard to the Loan to be endorsed as
required by Lender, among such other things as Lender may reasonably require,
to confirm that the advance in question is secured by the Mortgage, and that no
intervening liens or claims exist in regard to any of the Mortgaged Property,
as defined in the Mortgage, and to include the amount of the advance then being
made in the amount of such title insurance;


8.                                       the advance in question must not result
in the outstanding principal balance of the Loan following such advance
exceeding thirty percent (30%) of the Lender approved appraised net value
(being the gross appraised value thereof approved by Lender, less the amount of
all


 


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indebtedness, other than the Loan, secured by all or
any part of such property) of the property remaining encumbered by the Mortgage
as of the date of such advance;


 


Subject to the Lender’s right to accelerate the
maturity date of the Loan as provided in the Note and the Mortgage, the term of
the Loan shall extend to October 31, 2003, provided, however, such initial term
may be extended for one (1) additional year if Borrower satisfies the
conditions set forth in the Note. If the term of the Loan is so extended, the
terms applicable to the Loan during such initial term, including, without
limitation, the funding conditions specified above, and the prohibition on
prepayment, shall apply throughout such extended term of the Loan.


 


Please evidence your agreement with the foregoing by
executing a copy of this letter and returning such executed copy to Lender.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  BEAL
  BANK, S.S.B.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  William T. Saurenmann,

  
	
   

  	
   

  	
  Senior Vice President

  



 


 


AGREED:


 


HUNTLEY DEVELOPMENT LIMITED
PARTNERSHIP,

an Illinois limited partnership


By: Huntley Development Company, its Managing General
Partner


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Gary Skoien

  
	
   

  	
  Title:

  	
  Vice President

  
				



 


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