[DESCRIPTION] EXHIBIT
PNC Bank, XX
Xxx Chapel Office
0000 Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
January 13, 1997
Xx. Xxxxx Xxxxxx
Chief Financial Officer
Seven Fields Development Co.
0000 Xxxxxx Xxxxx Xxxxx 000
Xxxx, XX 00000-0000
Dear Xx. Xxxxxx:
This letter is intended to clarify and amend both the "Minimum Tangible Net
Worth" and "Prohibition Against Additional Indebtedness" loan covenants
contained in the following commercial loans:
Account Number
9127059-00018
9127059-00026
Original Amount
$1,700,000.00 $ 750,000.00
Dated
10/28/94 12/13/95
First the loan covenants established are intended to spread across all
loans and lines of credit.
Second, on December 14, 1994, we amended the minimum Tangible Net Worth
covenant to provide for the amount to decline from $12,425,000 to
$11,000,000.00 during the fiscal year. However at fiscal year end, it would
be required to return to $12,425,000 or greater.
Third, we hereby further amend the Minimum Tangible Net Worth covenant
applicable to all outstanding loans and lines of credit effective
December 5, 1996 as follows:
Both Seven Fields Development Co. (Borrower) and Seven Fields (PA) Inc.
(Guarantor) will maintain at all times a minimum Tangible Net Worth of
$10,000,000.00. Tangible Net Worth means Tangible Net Worth plus general
unsecured subordinated debt less the deferred tax asset.
PNC Bank hereby waives the fact that the covenant may have been below the
established threshold during the company's last fiscal year.
Finally, we hereby amend the covenant for a prohibition against additional
indebtedness to apply only to loans for land development uses only. Again,
this provision will be applicable to all loans and lines of credit.
I believe that this letter should cover all the issues we discussed recently.
If I have omitted anything, or there are any questions, please telephone me
at 0000000.
Sincerely,
Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Vice President
