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FIRST AMENDMENT TO MORTGAGE NOTE
EXHIBIT 10.8 (A)
THIS FIRST AMENDMENT TO MORTGAGE NOTE ("Amendment") is made as of this
28th day of October, 1998 between D.I.Y. HOME WAREHOUSE, INC., an Ohio
corporation, with its principal place of business located at 5811 Canal Road,
Suite 180, Valley View, Ohio 44125 (hereinafter referred to as "Maker") and
NATIONAL CITY BANK, formerly known as National City Bank of Columbus, a national
banking, with its principal office located at 155 East Broad Street, Columbus,
Ohio 43251 (hereinafter referred to as "Payee," which term shall include any
holder hereof).
R E C I T A L S
---------------
A. Maker executed and delivered to Payee a certain Mortgage Note dated
December 23, 1994 (the "Note") in the original principal amount of Four Million
Five Hundred Thousand Dollars ($4,500,000.00).
B. Payee and Maker desire to amend the payment terms of the Note and
modify certain other terms and conditions of the Note, upon the terms and
conditions set forth below.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
conditions contained herein, the parties mutually agree as follows:
1. Definitions. Section 1.01 of the Note is amended as follows:
"Loan Agreement" shall mean that certain Loan and Co-Lender
Agreement amended as of even date herewith and executed and
delivered by Maker and Payee.
"Loan Documents" shall collectively mean this Note, the
Mortgages, the Loan Agreement and any other instrument,
affidavit, certificate, or document heretofore, including,
without limitation, any and all amendments thereto, now or
hereafter given by Maker in connection with the closing and
servicing of the loan evidenced by this Note.
"Mortgages" shall mean collectively those certain Open-End
Mortgages, Assignments of Rents and Security Agreements
amended as of even date herewith on Maker's interest in the
Property given by Maker in favor of Payee to secure payment of
this Note.
"Old Kent Note" is hereby deleted.
"Property" shall mean collectively Maker's interest in those
certain tracts of land and all improvements, now and
hereafter, situated thereon in the State of Ohio, and in the
County of Summit, City of Akron, and in the County of Stark,
City of Canton, and in the County of Richland, City of
Mansfield, all of which shall be subject of the liens of the
Mortgages.
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2. Payment of Principal and Interest. Section 2.01 of the Note is
deleted in its entirety and the following is inserted in lieu thereof:
2.01 Commencing on November 1, 1998 and continuing on the
first day of each month thereafter until January 1, 2000,
principal and interest payments shall continue to be due and
payable monthly in amount equal to $98,206.47. Such
installments of principal and interest shall adjust on the
Adjusted Rate Fifth Anniversary Date to reflect any change in
the Adjusted Rate. Commencing on February 1, 2000 and
continuing on the first day of each month thereafter until the
Maturity Date, principal and interest payments shall be due
and payable monthly in an amount sufficient to fully amortize
the stated principal amount of this Note at the Adjusted Rate
over an amortization period of sixty (60) months, hereby
commenced on January 1, 2000, and assuming level payments.
3. Security. All references in the Note to the Loan Documents shall
mean and refer to the Loan Documents as same may have been, may now be or may in
the future be amended.
4. Capitalized Terms. Capitalized terms not defined in this Amendment
have the meanings given to them in the Note and the Loan Agreement. Any
capitalized term defined in the Note and also defined in this Amendment shall
have the meaning given to it in this Amendment.
5. Miscellaneous. If any of the terms, covenants or conditions of this
Amendment conflict with the terms, covenants or conditions of the Note, the
terms, covenants and conditions of this Amendment shall control. Except as
modified by this Amendment, the terms, covenants and conditions of the Note are
hereby ratified and extended and are in full force and effect. This Amendment
shall be binding upon and inure to the benefit of the parties hereto, their
respective successors and assigns.
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IN WITNESS WHEREOF, this Amendment has been executed by the parties as
of the date first written above.
MAKER:
D.I.Y. HOME WAREHOUSE, INC.,
an Ohio corporation
By: /s/ ERIC I. GLASSMAN
------------------------------
Name: Eric I. Glassman
Its: V.P. - Chief Financial Officer
PAYEE:
NATIONAL CITY BANK,
a national banking association
By: /s/ JOSEPH KWASNY
-------------------------------
Name: Joseph Kwasny
Its: Vice President
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FIRST AMENDMENT TO MORTGAGE NOTE
EXHIBIT 10.8 (B)
THIS FIRST AMENDMENT TO MORTGAGE NOTE ("Amendment") is made as of this
28th day of October, 1998 between D.I.Y. HOME WAREHOUSE, INC., an Ohio
corporation, with its principal place of business located at 5811 Canal Road,
Suite 180, Valley View, Ohio 44125 (hereinafter referred to as "Maker") and
NATIONAL CITY BANK, formerly known as National City Bank of Columbus, a national
banking, with its principal office located at 155 East Broad Street, Columbus,
Ohio 43251 (hereinafter referred to as "Payee," which term shall include any
holder hereof).
R E C I T A L S
---------------
A. Maker executed and delivered to Payee a certain Mortgage Note dated
April 28, 1995 (the "Note") in the original principal amount of One Million Six
Hundred Eighty-Seven Thousand Five Hundred Dollars ($1,687,500.00).
B. Payee and Maker desire to amend the payment terms of the Note and
modify certain other terms and conditions of the Note, upon the terms and
conditions set forth below.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
conditions contained herein, the parties mutually agree as follows:
1. Definitions. Section 1.01 of the Note is amended as follows:
"Loan Agreement" shall mean that certain Line of Credit
Agreement For Real Estate Loans amended as of even date
herewith and executed and delivered by Maker and Payee.
"Loan Documents" shall collectively mean this Note, the
Mortgages, the Loan Agreement and any other instrument,
affidavit, certificate, or document heretofore, including,
without limitation, any and all amendments thereto, now or
hereafter given by Maker in connection with the closing and
servicing of the loan evidenced by this Note.
"Mortgage" shall mean collectively those certain Open-End
Mortgages, Assignments of Rents and Security Agreements
amended as of even date herewith on Maker's interest in the
Property/Properties given by Maker in favor of Payee to secure
payment of this Note.
"Old Kent Note" is hereby deleted.
2. Payment of Principal and Interest. Section 2.01 of the Note is
deleted in its entirety and the following is inserted in lieu thereof:
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2.01 Commencing on November 1, 1998 and continuing on the
first day of each month thereafter until January 1, 2000,
principal and interest payments shall continue to be due and
payable monthly in amount equal to $34,795.94. Such
installments of principal and interest shall adjust on the
Adjusted Rate Fifth Anniversary Date to reflect any change in
the Adjusted Rate. Commencing on February 1, 2000 and
continuing on the first day of each month thereafter until the
Maturity Date, principal and interest payments shall be due
and payable monthly in an amount sufficient to fully amortize
the stated principal amount of this Note at the Adjusted Rate
over an amortization period of sixty (60) months, hereby
commenced on January 1, 2000, and assuming level payments.
3. Security. All references in the Note to the Loan Documents shall
mean and refer to the Loan Documents as same may have been, may now be or may in
the future be amended.
4. Capitalized Terms. Capitalized terms not defined in this Amendment
have the meanings given to them in the Note and the Loan Agreement. Any
capitalized term defined in the Note and also defined in this Amendment shall
have the meaning given to it in this Amendment.
5. Miscellaneous. If any of the terms, covenants or conditions of this
Amendment conflict with the terms, covenants or conditions of the Note, the
terms, covenants and conditions of this Amendment shall control. Except as
modified by this Amendment, the terms, covenants and conditions of the Note are
hereby ratified and extended and are in full force and effect. This Amendment
shall be binding upon and inure to the benefit of the parties hereto, their
respective successors and assigns.
IN WITNESS WHEREOF, this Amendment has been executed by the parties as
of the date first written above.
MAKER:
D.I.Y. HOME WAREHOUSE, INC.,
an Ohio corporation
By: /s/ ERIC I. GLASSMAN
------------------------------
Name: Eric I. Glassman
Its: V.P. - Chief Financial Officer
PAYEE:
NATIONAL CITY BANK,
a national banking association
By: /s/ JOSEPH KWASNY
------------------------------
Name: Joseph Kwasny
Its: Vice President
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