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SIXTH AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT ("SIXTH
AMENDMENT") BY AND AMONG ▇▇▇▇ CENTERS LIMITED PARTNERSHIP
("BORROWER"), ▇▇▇▇ CENTERS TRUST ("MCT") AND MELLON BANK, N.A.
("LENDER")
Borrower, MCT and Lender are parties to a Revolving Credit
Loan Agreement dated October 5, 1994, amended by a First
Amendment to Revolving Credit Loan Agreement dated November 15,
1995 (the "First Amendment"); a Second Amendment to Revolving
Credit Loan Agreement dated February 29, 1996 (the "Second
Amendment"); a Third Amendment to Revolving Credit Loan Agreement
dated October 3, 1996 (the "Third Amendment"); a Fourth Amendment
to Revolving Credit Loan Agreement dated August 7, 1997 (the
"Fourth Amendment"); and a Fifth Amendment to Revolving Credit
Loan Agreement dated March 24, 1998. The Revolving Credit Loan
Agreement, as amended by the First Amendment, Second Amendment,
Third Amendment, Fourth Amendment and Fifth Amendment, shall
hereinafter be referred to as the "Loan Agreement." Capitalized
terms used in this Agreement without definition shall have the
same meanings ascribed to those terms in the Loan Agreement.
Borrower and MCT have requested Lender to agree to modify
certain covenants in the Loan Agreement and Lender has agreed to
do so on the terms and conditions hereinafter set forth. In
consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which is hereby
mutually acknowledged, the parties hereto, intending to be
legally bound hereby, agree as follows:
1. Amendments
(a) Commitment Termination Date. Section 1.1 of the
Loan Agreement is amended so that the definition of "Commitment
Termination Date" is deleted and the following is substituted
therefor: "Commitment Termination Date" means September 30,
1998.
(b) Repayment. Nothwithstanding anything in the Loan
Agreement to the contrary, Borrower shall make monthly payments
to the Lender in accordance with the Loan Agreement equal to the
greater of (a) $50,000 together with interest thereon as provided
in the Loan Agreement or (b) the monthly Operating Income.
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(c) Fees. In addition to any other fees due to Lender
under the Loan Documents, Borrower shall pay (a) to Lender, in
consideration of the amendments provided herein, the sum of Six
Thousand Dollars ($6,000), and (b) to Lender's counsel, Drinker
▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, for services previously rendered in
connection with prior modifications to the Loan Agreement, the
sum of One thousand Two Hundred Seventy Five Dollars ($1,275).
2. Representations and Warranties. To induce Lender to
amend the Loan Agreement as provided herein, Borrower and MCT
represent and warrant to Lender as follows:
(a) Borrower and MCT have full power, authority and legal
right to execute and deliver this Sixth Amendment, and this Sixth
Amendment constitutes the valid and binding obligation of
Borrower and MCT, enforceable against them in accordance with its
terms.
(b) Neither MCT nor Borrower has any charge, claim, demand,
plea or setoff upon, for or against the Loan Agreement or any of
the Loan Documents. The outstanding principal balance of the
Revolving Credit as of the date hereof is $2,386,825.44, and such
sum remains due and payable in accordance with the terms and
provisions of the Loan Agreement and other Loan Documents, as
modified by this Sixth Amendment.
(c) No Event of Default exists under the Loan Agreement or
any other Loan Document and there is no Unmatured Event of
Default under the Loan Agreement or any other Loan Document.
(d) The execution, delivery and performance of this Sixth
Amendment has been duly authorized by all requisite partnership
action on the part of Borrower and MCT, and will not violate the
partnership documents of Borrower or MCT or any provisions of any
law or any order of any tribunal, and will not conflict with,
result in a breach of or constitute a default under any mortgage,
security agreement, loan or other credit agreement, or any other
agreement or instrument to which Borrower or MCT is a party, or
result in the imposition of any lien upon the assets of Borrower
or MCT except as contemplated by this Sixth Amendment.
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3. Effectiveness of Loan Documents. Except as
specifically amended by this Sixth Amendment, the Loan Agreement
and the other Loan Documents remain unmodified and in full force
and effect. References in any of the Loan Documents to the Loan
Agreement shall hereafter be deemed to mean and refer to the Loan
Agreement as amended by this Sixth Amendment.
4. Reaffirmation of Guaranty. MCT acknowledges that is
unconditionally liable and legally and validly indebted to Lender
in accordance with the terms of the Guaranty, and such
indebtedness is not subject to any defense, counterclaim or
offset. MCT consents to the delivery of this Sixth Amendment and
the modifications made herein, and affirms that the Guaranty is
in full force and effect and includes, without limitation, the
indebtedness, liabilities and obligations arising under or in any
way connected with the Loan Agreement and this Sixth Amendment,
whether now existing or hereafter arising including, without
limitation, principal, interest, costs and expenses of
collection.
5. Miscellaneous.
(a) This Sixth Amendment constitutes the entire
understanding among Borrower, MCT and Lender concerning the
modification of the Loan Agreement. All prior and
contemporaneous negotiations and understandings are merged in
this Sixth Amendment.
(b) The captions preceding the sections of this Sixth
Amendment are for convenience of reference only. They are not a
part of this sixth Amendment and shall not be considered in
construing its meaning or effect.
(c) Borrower and MCT shall pay the attorneys' fees and
costs incurred by Lender in connection with the modification of
the Loan Agreement evidenced by this Sixth Amendment.
(d) This Sixth Amendment may be executed in any number of
counterparts, each of which shall be an original, and such
counterparts together shall constitute one and the same
instrument. The parties hereto agree that a facsimile
transmission of an executed counterpart of this Sixth Amendment
shall have the same binding effect upon the signatory as an
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executed and delivered original hereof. The parties hereto
further agree, for confirmatory purposes only, to exchange copies
of executed counterpart originals promptly after the aforesaid
facsimile transmission so that each party may have one fully
executed original hereof.
(e) This Sixth Amendment shall be construed in accordance
with the laws of the Commonwealth of Pennsylvania and shall be
binding upon the parties hereto and their respective successors
and assigns.
IN WITNESS WHEREOF the parties hereto have caused this Sixth
Amendment to be duly executed the day and year first above
written.
Borrowers:
▇▇▇▇ CENTERS LIMITED PARTNERSHIP,
a Delaware limited partnership
By: ▇▇▇▇ CENTERS TRUST, a Maryland
business trust, its general
partner
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
Senior Vice President
and Chief Financial
Officer
▇▇▇▇ CENTERS TRUST, a Maryland
business trust
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
Senior Vice President
and Chief Financial
Officer
Lender:
MELLON BANK, N.A., national banking
association
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President
