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Exhibit 4.19
FIRST AMENDMENT TO LOAN AGREEMENT
DATED AS OF NOVEMBER 7, 1996
BY AND BETWEEN
SMC-SPE-2, INC., A DELAWARE CORPORATION,
AS BORROWER
AND
FIRST UNION NATIONAL BANK OF NORTH CAROLINA,
A NATIONAL BANKING ASSOCIATION,
AS LENDER
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FIRST AMENDMENT TO LOAN AGREEMENT
THIS FIRST AMENDMENT TO LOAN AGREEMENT (this "Amendment"), dated as
of November 7, 1996, by and between FIRST UNION NATIONAL BANK OF NORTH
CAROLINA, a national banking association, having an address at Xxx Xxxxx Xxxxx
Xxxxxx, XX0, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000 (together with its
successors and assigns, "Lender"), and SMC-SPE-2, INC., a Delaware corporation,
having an address at c/o Service Merchandise Company, Inc., 7100 Service
Xxxxxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxx 00000 ("Borrower"). All capitalized
terms used herein shall have the respective meanings set forth in Section 1.1
hereof.
WITNESSETH:
WHEREAS, Borrower obtained mortgage loan financing in the
aggregate principal amount of FIVE MILLION ONE HUNDRED SEVENTY THOUSAND
AND 00/100 DOLLARS ($5,170,000.00) (collectively, the "Original Loans") in
connection with the acquisition or financing of two (2) Service Merchandise
locations pursuant to and in accordance with the terms of that certain Loan
Agreement between Lender and Borrower dated as of October 4, 1996 (the
"Original Loan Agreement"); and
WHEREAS, the Original Loans are evidenced by two (2) Promissory
Notes and secured by two (2) Mortgages;
WHEREAS, Borrower desires to obtain additional mortgage loan
financing in the aggregate principal amount of FIVE MILLION EIGHT
HUNDRED TWELVE THOUSAND FIVE HUNDRED AND 00/100 DOLLARS ($5,812,500.00)
(collectively, the "New Loans") in connection with the acquisition or financing
of two (2) Service Merchandise locations (collectively, the "New Properties"),
each as more specifically described in the corresponding deed to secure debt
and security agreement encumbering such New Property, dated as of the date
hereof, executed and delivered by Borrower as security for the New Loans
(collectively, the "New Mortgages").
WHEREAS, Lender is willing to make the New Loans to Borrower,
subject to and in accordance with the terms of the Original Loan
Agreement, as hereby amended, and the other Loan Documents.
NOW, THEREFORE, in consideration of the covenants, agreements,
representations and warranties set forth in Original Loan Agreement, as hereby
amended, and other good and valuable consideration, the parties hereto hereby
covenant, agree, represent and warrant as follows:
I. DEFINITIONS.
SECTION 1.1 DEFINITIONS.
All capitalized terms not defined in this Amendment shall have
their respective meanings set forth in the Original Loan Agreement:
1. Definitions. (a) All references in the Original Loan Agreement,
as hereby amended, to "Loans" shall be deemed to include the New Loans.
(b) All references in the Original Loan Agreement, as hereby
amended, to "Properties" shall be deemed to include the New Properties.
(c) All references in the Original Loan Agreement, as hereby
amended, to "Maturity Date" shall, with respect to the New Loans only,
be deemed to be references to December 1, 2011.
(d) All references in the Original Loan Agreement, as hereby
amended, to "Note" or "Notes" shall be deemed to include the two (2)
promissory notes evidencing the New Loans.
(e) All references in the Original Loan Agreement, as hereby
amended, to "Mortgage" or "Mortgages" shall be deemed to include the
New Mortgages.
(f) All references in the Original Loan Agreement, as hereby
amended, to "Assignment of Leases" shall be deemed to include the two
(2) first priority Assignment of Leases and Rents, each dated as of the date
hereof, executed
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and delivered by Borrower to Lender with respect to each New Property, as the
same may be amended, restated, replaced, supplemented or otherwise modified
from time to time.
(g) All references in the Original Loan Agreement, as hereby
amended, to "Closing Date" shall mean, with respect to the New Loans, the date
hereof.
(h) All references in the Original Loan Agreement, as hereby
amended, to "Initial Allocated Amount" shall mean, with respect to each New
Loan, the principal amount of the applicable promissory note evidencing such
new loan, as set forth on Exhibit A attached hereto and by this reference a
part hereof.
2. Exhibit A. Exhibit A to the Original Loan Agreement is hereby
deleted in its entirety and replaced with Exhibit A attached hereto. All
references in the Original Loan Agreement to "Exhibit A" shall be deemed to be
references to Exhibit A attached hereto.
3. Ratification. Except as hereinabove set forth, all terms,
covenants and provisions of the Original Loan Agreement remain unaltered and in
full force and effect, and Borrower hereby expressly ratifies the Original Loan
Agreement, as modified and amended herein.
4. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be effective upon delivery and thereafter
shall be deemed an original, and all of which shall be taken to be one and the
same instrument, for the same effect as if all parties hereto had signed the
same signature page. Any signature page of this Amendment may be detached from
any counterpart of this Amendment without impairing the legal effect of any
signatures thereon and may be attached to another counterpart of this Amendment
identical in form hereto but having attached to it one or more additional
signature pages.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their duly authorized representatives, all as of the day
and year first above written.
LENDER:
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
By: /s/ Xxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
BORROWER:
SMC-SPE-2, a Delaware corporation,
By:
----------------------------------------
Name:
Title:
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IN WITNESS WHEREOF, the undersigned has executed the foregoing this
7th day of November, 1996.
SMC-SPE-2, a Delaware corporation,
By: /s/ Xxxx Xxxxx
----------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
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EXHIBIT A
INITIAL ALLOCATED LOAN AMOUNTS
Store #249 = $3,712,500.00
Store #252 = $2,100,000.00
Store #349 = $2,885,000.00
Store #344 = $2,285,000.00
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Exhibit 4.20
SECOND AMENDMENT TO LOAN AGREEMENT
DATED AS OF DECEMBER 20, 1996
BY AND BETWEEN
SMC-SPE-2, INC., A DELAWARE CORPORATION,
AS BORROWER
AND
FIRST UNION NATIONAL BANK OF NORTH CAROLINA,
A NATIONAL BANKING ASSOCIATION,
AS LENDER
