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Exhibit 10(s)
Fifth Amendment dated as of January 29, 1996 between Registrant and Bank.
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FIFTH AMENDMENT
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This Fifth Amendment (this "Amendment") is executed in Cleveland, Ohio on
January 29, 1996, by and between REALTY REFUND TRUST ("Borrower") and NATIONAL
CITY BANK ("National City").
PRELIMINARY STATEMENTS
A. Borrower and National City entered into a Credit Agreement dated as of
July 18, 1990, wherein National City established a contingent revolving credit
facility for Borrower in a principal amount not to exceed Thirty Million
Dollars ($30,000,000), which Credit Agreement was amended pursuant to the
Amendment and Waiver dated as of July 7, 1992, the Second Amendment dated as of
March 16, 1993, the Third Amendment dated as of July 28, 1994, and the Fourth
Amendment dated as of July 27, 1995, respectively (the Credit Agreement, as
amended, the "Agreement").
B. Borrower and National City wish to further amend the Agreement on the
terms and conditions set forth hereinafter.
AGREEMENT
For valuable consideration as hereinafter granted each to the other and
intending to be legally bound hereby, the parties acknowledge the preliminary
statements and amend the terms, conditions, and provisions of the Agreement as
follows:
1. Effective as of the date hereof, the amount of the "subject commitment"
(as defined in the Agreement) shall be reduced to Eight Million Five Hundred
Thousand Dollars ($8,500,000).
2. Subsection 2B.06 (captioned "AMOUNT") is hereby rewritten in its entirety
to read as follows:
2B.06 AMOUNT -- No subject loan shall be made if, after giving effect
thereto, the aggregate unpaid principal balance of the subject loans would
exceed the lesser of the amount of the subject commitment then in effect or
the borrowing base then in effect; provided, however, that the proceeds of
any subject loans made on or after the date hereof may be used, with the
prior approval of Bank, only to purchase eligible investments or to make
capital and tenant improvements, except for subject loans up to a maximum
amount outstanding at any time of Two Hundred Fifty Thousand Dollars, which
may be used without obtaining the prior approval of Bank.
3. Subsection 3D.06 of the Agreement (captioned "WORTH") is hereby amended
its entirety to read as follows:
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3D.06 WORTH -- Borrower shall not suffer or permit its net worth at any time
to be less that Twelve Million Dollars ($12,000,000).
This provision shall be tested as of the end of each quarter of each of
Borrower's fiscal years; provided, however, that this provision shall not be
deemed to have been satisfied until Bank has received Borrower's quarterly or
annual report described in subsection 3A.01 for the end of the quarter in
question which establishes that this provision has been satisfied.
IN WITNESS WHEREOF, Borrower and National City have executed this Amendment
at the time and place first above mentioned.
Address: REALTY REFUND TRUST
James H. Berick
1385 Eaton Center By:___________________________
1111 Superior Avenue James H. Berick
Cleveland, Ohio 44114 Name: ________________________
President
Title: _______________________
Address: NATIONAL CITY BANK
1900 East Ninth Street John R. Franzen
Attn: Real Estate Industries Division By:___________________________
Cleveland, Ohio 44114-3484 John R. Franzen
Name: ________________________
Vice President
Title: _______________________
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