AMENDMENT TO LOAN AGREEMENT AND GUARANTY
This Amendment to Loan Agreement and Guaranty (this "Amendment"), dated
as of September 29, 1998, is made by and among KRANZCO REALTY TRUST, a
Maryland real estate investment trust (the "Guarantor"); each of the entities
named on Schedule I hereto, collectively, as borrowers (the "Borrowers");
SALOMON BROTHERS REALTY CORP., a New York corporation, as agent and lender
(the "Agent"); and LASALLE NATIONAL BANK, a New York corporation, as
collateral agent for the Agent (the "Collateral Agent").
R E C I T A L S:
The Borrowers, the Agent and the Collateral Agent are party to a Loan
Agreement, dated as of February 26, 1997 (as it may hereafter be amended,
supplemented or otherwise modified, the "Loan Agreement"), pursuant to which
the Agent agreed, subject to the terms and conditions set forth in the Loan
Agreement, to make a loan to the Borrowers as provided in the Loan Agreement.
Terms used but not defined herein shall have the respective meanings ascribed
to such terms in the Loan Agreement, as amended hereby.
The parties wish to, among other things, modify the Loan Agreement and
the Guaranty to increase the maximum Loan Amount to $100,000.000.
As a condition to the Agent entering into the Loan Agreement, the
Guarantor delivered the Unlimited Guaranty of Payment, dated as of February
26, 1997 (as it may hereafter be amended, supplemented or otherwise modified,
the "Guaranty") unconditionally and irrevocably guaranteeing payment of the
Loan.
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows, effective as of the date
hereof:
Section 1. Maximum Loan Amount. The definition of "Loan Amount" in
the first recital to the Loan Agreement is hereby amended by the deletion of
"$50,000,000" in the third line of such Recital and the insertion in its
place of $100,000,000. It is understood and agreed that a "commitment fee"
is not due and payable in connection with the increase in the maximum Loan
Amount.
Section 2. Origination Fee. The definition of "Origination Fee" is
hereby amended by the deletion of "1.50%" in the first line of such
definition and the insertion in its place of "1.00%."
Section 3. Maturity Date. The definitions of "Original Maturity
Date" and "Extended Maturity Date" set forth in Section 2.17 of the Loan
Agreement are hereby amended by the deletion of "March, 1999" and "March,
2000" in the second and third lines of such Section and the insertion in
their place of "July, 2000" and "July, 2001," respectively.
Section 4. Debt Service Coverage Test. The definition of "Debt
Service Coverage Test" is hereby amended by the deletion of "1.50" in the
second line of such definition and the insertion in its place of "1.30."
Section 5. Market Constant. The definition of "Market Constant" is
hereby amended by the deletion of "10%" in the second line of such definition
and the insertion in its place of "9.5%" and the deletion of "220" in the
third line of such definition and the insertion in its place of "200."
Section 6. Guaranty. Section 10(a) of the Guaranty is hereby
deleted in its entirety and the following sentence is substituted in its
place: "The equity of the Guarantor as reflected in the most recent annual
report or quarterly report filed with the Securities and Exchange Commission
("SEC") (any such report, a "Financial Report") shall not be less than
$175,000,000."
Section 7. Covenants, Representations and Warranties of the
Borrowers.
7.1. Each of the Borrowers and the Guarantor hereby reaffirms all
terms and covenants made in the Loan Documents executed by it as amended
hereby.
7.2. Each of the Borrowers and the Guarantor hereby represents and
warrants to the Agent that (a) this Amendment constitutes the legal, valid
and binding obligation of the Borrowers and the Guarantor, enforceable
against the Borrowers and the Guarantor in accordance with its terms, and (b)
the execution and delivery by the Borrowers and the Guarantor of this
Amendment has been duly authorized by all requisite limited partnership or
corporate, as applicable, action on the part of each of the Borrowers and the
Guarantor and will not violate any provision of the organizational documents
of any of the Borrowers.
7.3. Each of the Borrowers and the Guarantor hereby represents and
warrants to the Agent that, as of the date hereof, to the best of such
Person's knowledge, no Event of Default has occurred and is continuing, and
that no Event of Default will occur as a result of the execution, delivery
and performance by the Borrowers and the Guarantor of this Amendment.
7.4. Each of the Borrowers and the Guarantor hereby agree that a
breach of any of the representations and warranties made herein shall
constitute an Event of Default under Section 7.1 of the Loan Agreement,
subject to the notice and cure provisions provided therein.
Section 8. Effect Upon Loan Documents.
8.1. Except as specifically set forth herein, the Loan Documents
shall remain in full force and effect and are hereby ratified and confirmed.
The provisions of this Amendment shall be subject to the provisions of
Section 8.24 of the Loan Agreement, which provisions are incorporated by
reference as if herein set forth in full. All references to the "Loan
Agreement" in the Loan Documents shall mean and refer to the Loan Agreement
as modified and amended hereby.
8.2. The execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy of the Agent
under the Loan Documents, or any other document, instrument or agreement
executed and/or delivered in connection therewith.
Section 9. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED,
INTERPRETED AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAWS PRINCIPLES.
Section 10. Counterparts. This Amendment may be executed in any
number of counterparts, and all such counterparts shall together constitute
the same agreement.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first above written.
AGENT:
SALOMON BROTHERS REALTY CORP.,
a New York corporation
By:/s/ Xxxx Xxxx Xxxxxx
________________________
Name: Xxxx Xxxx Xxxxxx
Title: Authorized Agent
BORROWERS:
XX XXXXXXXX MALL, L.P.,
a Pennsylvania limited partnership
By: XX XXXXXXXX MALL, INC.,
a Pennsylvania corporation, general
partner
By:/s/ Xxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
KR BARN, L.P.,
a Pennsylvania limited partnership
By: KR BARN, INC.,
a Pennsylvania corporation, general
partner
By:/s/ Xxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
KR VALLEY FORGE, L.P.,
a Pennsylvania limited partnership
By: KR VALLEY FORGE, INC.,
a Pennsylvania corporation, general
partner
By:/s/ Xxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
KR DEVELOPMENT, L.P.,
a Pennsylvania limited partnership
By: KR DEVELOPMENT, INC.,
a Pennsylvania corporation, general
partner
By:/s/ Xxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
LILAC NEW YORK CORP.,
a New York corporation
KR PARKWAY PLAZA 1, CORP.,
a Connecticut corporation
KR WAMPANOAG, INC.,
a Rhode Island corporation
KR BROOKHAVEN, INC.,
a Mississippi corporation
KR MORGANTON, INC.,
a North Carolina corporation
KR HARRODSBURG, INC.,
a Kentucky corporation
KRT UNION CORP.,
a Delaware corporation
KRANZCO RAYNHAM, INC.,
a Massachusetts corporation
KR MINNETONKA, INC.,
a Minnesota corporation
KR ROSEVILLE INC.,
a Minnesota corporation
KR TUCSON, INC.,
an Arizona corporation
XX XXXXXXXXXX, INC.,
a Georgia corporation
KR TOWER PLAZA, INC.
a Georgia corporation
KR LIVONIA, INC.,
a Georgia corporation
By:/s/ Xxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President of each of the
aforementioned corporations
GUARANTOR:
KRANZCO REALTY TRUST, a Maryland real estate
investment trust
By:/s/ Xxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
COLLATERAL AGENT:
LASALLE NATIONAL BANK, a New York
corporation
By:___________________________________
Name:
Title:
Schedule 1
BORROWERS
XX XXXXXXXX MALL, L.P., a Pennsylvania limited partnership
KR BARN, L.P., a Pennsylvania limited partnership
KR VALLEY FORGE, L.P., a Pennsylvania limited partnership
KR DEVELOPMENT, L.P., a Pennsylvania limited partnership
LILAC NEW YORK CORP., a New York corporation
KR PARKWAY PLAZA I, CORP., a Connecticut corporation
KR WAMPANOAG, INC., a Rhode Island corporation
KR BROOKHAVEN, INC., a Mississippi corporation
KR MORGANTON, INC., a North Carolina corporation
KR HARRODSBURG, INC., a Kentucky corporation
KRT UNION CORP., a Delaware corporation
KRANZCO RAYNHAM, INC., a Massachusetts corporation
KR MINNETONKA, INC., a Minnesota corporation
KR ROSEVILLE INC., a Minnesota corporation
KR TUCSON, INC., an Arizona corporation
XX XXXXXXXXXX, INC., a Georgia corporation
KR TOWER PLAZA, INC., a Georgia corporation
KR LIVONIA, INC., a Pennsylvania corporation
