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FIRST AMENDMENT TO NOTE
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FIRST AMENDMENT TO NOTE (the "Amendment"), dated as of June 1,
1994, between GENERAL CAMERA CORPORATION ("Maker") and JOHN HANCOCK REALTY
INCOME FUND-II LIMITED PARTNERSHIP ("Payee").
W I T N E S S E T H :
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WHEREAS, Maker and Payee have entered into that certain 11.00%
Secured Note, dated June 30, 1989, in the original principal amount of
$5,500,000.00 (the "Note"); and
WHEREAS, the principal amount due and owing under the Note is, as
of the date hereof, $5,500,000, excluding any interest or other amounts due
and owing thereon;
WHEREAS, the Note is secured by a mortgage made by Maker to
Payee, dated June 30, 1989 and recorded on July 6, 1989 in the land records
of New York County, at Reel 1596, Page 2455 (the "Mortgage"), which
Mortgage secured the Note; and
WHEREAS, Maker has requested that Payee grant its consent to
certain transactions proposed to be entered into by Maker, and in
connection with such consent, the parties have agreed to amend certain of
the terms of the Note and the Mortgage to provide for, among other things,
modification of certain payment terms under the Note; and
WHEREAS, Maker and Payee desire to amend the Note as set forth
herein;
NOW, THEREFORE, in consideration of the terms, covenants and
conditions set forth herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Maker and
Payee hereby agree as follows:
1. The terms "Mortgage," "Note," "Assignment of Lease," or
"Assignment of Rents," as used in this Amendment or in the Mortgage, the
Note or any other document, instrument or agreement executed by Maker and
Payee, shall include any amendments, modifications or supplements thereto
entered into from time to time, including (without limitation) the
amendments entered into as of the date hereof. Each capitalized term used
herein and not otherwise defined herein shall have the meaning assigned to
it in the Mortgage.
2. The second paragraph of the Note is hereby amended by
replacing such second paragraph with the following:
"This Note shall be due and payable by Maker to Payee as follows:
(i) On June 30, 1989, Maker shall pay one installment of
interest only consisting of interest for the day of June 30, 1989;
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(ii) On the first day of each calendar month commencing on
August 1, 1989 and ending on June 1, 1994, Maker shall pay to Payee
monthly installments of interest only in the amount of $50,416.67,
provided that, with respect to the monthly payment of $50,416.67 to be
made on June 1, 1994, the excess of such amount over the amount of
interest due and payable under the Note that has accrued during the
immediately preceding calendar month shall be applied to the reduction
of the unpaid principal amount hereunder;
(iii) On the first day of each calendar month commencing on
July 1, 1994 and ending on June 1, 1996, Maker shall pay to Payee
monthly installments of combined principal and interest in the amount
of $50,416.67, to be applied, first, to the payment of interest
accrued on the unpaid principal amount hereof to the due date of the
installment, and then to the reduction of the unpaid principal amount
hereunder;
(iv) On June 1, 1994, Maker shall pay to Payee the amount
of $250,000, to be applied to the reduction of the unpaid principal
amount hereunder;
(v) On the last day of each calendar month commencing on
June 30, 1994 and ending on May 31, 1995, Maker shall pay to Payee
monthly installments of $10,000, to be applied to the reduction of the
unpaid principal amount hereunder;
(vi) On the last day of each calendar month commencing on
June 30, 1995 and ending on the maturity date of this Note, Maker
shall pay to Payee monthly installments of $35,000, to be applied to
the reduction of the unpaid principal amount hereunder; and
(vii) In a final installment, due on July 1, 1996, the
maturity date of this Note, Maker shall pay to Payee an amount
sufficient to pay the entire unpaid principal amount hereof, together
with all interest accrued thereon and all other outstanding fees,
charges and amounts payable under this Note, the Mortgage and any of
the other documents, instruments, or agreements executed and delivered
by Maker in connection therewith.
Each payment date described in clauses (ii) through (vi) of
the preceding paragraph shall hereinafter be referred to as an "Installment
Payment Date")."
3. The fourth to last paragraph of the Note is hereby amended
by deleting the phrase "(h) through (n)" from the seventh line thereof and
by inserting the phrase "(e) through (o)" in its place.
4. Maker hereby represents and warrants to Payee that there
exist no counterclaims, offsets or defenses with respect to any of Maker's
obligations under the Note.
5. Maker hereby acknowledges that it is indebted to Payee in
accordance with the Note and that on the date hereof the outstanding
principal balance of the Note is $5,500,000.
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6. Except as specifically amended hereby, all terms and
provisions of the Note shall remain in full force and effect and are hereby
ratified and confirmed and the Note as amended hereby shall, from and after
the effective date of this Amendment, be read as a single, integrated
document incorporating the changes effected by this Amendment.
7. The execution and delivery of this Amendment and the First
Amendment to Mortgage, First Amendment to Assignment of Leases, and First
Amendment to Assignment of Rents, dated as of the date hereof, between
Maker and Payee (the "Other Amendment") shall in no event constitute any
waiver whatsoever by Payee of any of Payee's rights and remedies under the
Note, the Mortgage or any of the other documents, instruments or agreements
executed and delivered by Maker in connection therewith, including (without
limitation) certain security agreements and other documents dated as of the
date hereof (collectively, the "Loan Documents"). Maker hereby confirms
that the Note, the Mortgage and the other Loan Documents are in full force
and effect.
8. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.
9. This Amendment may be executed in any number of
counterparts, each of which shall be an original, and all of which together
shall constitute but one and the same instrument.
10. Maker shall, from time to time at the request of the Payee,
execute and deliver to Payee any other documents or instruments, and shall
take such other action as may reasonably be required more effectively to
carry out the terms and intent of this Amendment.
11. Maker agrees to pay all costs and expenses incurred by Payee
in connection with this Amendment and the Other Amendment, including,
without limitation, the preparation, execution and delivery of this
Amendment and the Other Amendment, recording fees, title insurance costs
and attorney's fees, costs and disbursements.
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IN WITNESS WHEREOF, each of the Maker and Payee have caused this
Amendment to be duly executed as of the date first written above.
MAKER:
GENERAL CAMERA CORPORATION
By: MILTON KESLOW
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Name: Milton Keslow
Title: Vice President
PAYEE:
JOHN HANCOCK REALTY INCOME FUND - II LIMITED
PARTNERSHIP
By John Hancock Realty Equities, Inc., its
general partner
By: WILLIAM M. FITZGERALD
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Name: William M. Fitzgerald
Title: President
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