Fourth Amendment to Revolving Credit Loan Agreement
("Fourth Amendment") by and among Mark Centers Limited
Partnership ("Borrower"), Mark Centers Trust ("MCT")
and Mellon Bank, N.A. ("Lender")
Ladies and Gentlemen:
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") and a Third Amendment to Revolving Credit Loan
Agreement dated October 3, 1996 (the "Third Amendment"). The
Revolving Credit Loan Agreement, as amended by the First
Amendment, Second Amendment and Third 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.
Borrowers 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) Restated Value. Section 1.1 of the Loan Agreement
is amended so that the definition of "Restated Value" and all
references thereto in the Loan Agreement are deleted in their
entirety.
(b) Financial Covenants. Section 5.16 of the Loan
Agreement is amended so that Sections 5.16(B) (Tangible Net
Worth), 5.16(C) (Liquidity), 5.16(F) (Loan to Value), 5.16(G)
(Funds From Operations), 5.16(H) (Dividends) and all references
thereto in the Loan Agreement are deleted in their entirety.
(c) Earnings. Section 5.16(D) (Earnings) of the Loan
Agreement is amended so that the ratio "1.75 to 1" in the fourth
line of the first sentence is deleted and the ratio "1.40 to 1"
is substituted therefor.
(d) Encumbrances. Section 5.5(b) of the Loan
Agreement is deleted in its entirety.
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 Amendment, and this
Amendment constitutes the valid and binding obligation of
Borrower and MCT, enforceable against them in accordance with its
terms.
(b) Neither MCT nor any 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 $3,076,296.44 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 Fourth 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
Amendment has been duly authorized by all requisite partnership
action on the part of each Borrower and MCT, and will not violate
the partnership documents of Borrower or MCT or any provision 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 Amendment.
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3. Effectiveness of Loan Documents. Except as
specifically amended by this Fourth 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 Amendment.
4. Miscellaneous.
(a) This Fourth 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 Fourth Amendment.
(b) The captions preceding the sections of this Fourth
Amendment are for convenience of reference only. They are not a
part of this Fourth 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 Fourth Amendment.
(d) This Fourth 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 Fourth Amendment
shall have the same binding effect upon the signatory as an
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 Fourth 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.
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IN WITNESS WHEREOF the parties hereto have caused this
Fourth Amendment to be duly executed the day and year first above
written.
Borrowers:
MARK CENTERS LIMITED PARTNERSHIP,
a Delaware limited partnership
By: MARK CENTERS TRUST, a Maryland
business trust, its general
partner
By: /s/ Joshua Kane
Senior Vice President
Chief Financial Officer
MARK CENTERS TRUST, a Maryland
business trust
By: /s/ Joshua Kane
Senior Vice President
Chief Financial Officer
Lender:
MELLON BANK, N.A., national banking
association
By: /s/ D. Charles Felmlee
Vice President
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