AMENDMENT NO. ONE TO CREDIT AGREEMENT
AMENDMENT NO. ONE TO CREDIT AGREEMENT, dated as of September 4,
1997, among HOME PROPERTIES OF NEW YORK, L.P., a New York limited
partnership (the "Borrower"), the LENDERS party hereto, THE CHASE MANHATTAN
BANK, as Administrative Agent, and MANUFACTURERS AND TRADERS TRUST COMPANY,
as Co-Agent.
RECITALS
A. The parties hereto are parties to that certain Credit
Agreement, dated as of the date hereof (the "Credit Agreement").
Capitalized terms not otherwise defined herein shall have the respective
meanings set forth in the Credit Agreement.
B. The Borrower intends to consummate the acquisition of the
1,750 unit Mill Creek apartment portfolio in Philadelphia, Pennsylvania
(the "Acquisition") not later than September 30, 1997 and, in connection
therewith, desires that the Lenders amend, for a limited period of time
following consummation of the Acquisition, a certain financial covenant set
forth in the Credit Agreement.
C. The Lenders have agreed to amend such covenant as provided
herein.
NOW, THEREFORE, for good and valuable consideration, the receipt
of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. (a) During the Amendment Period (as hereinafter defined),
Section 6.01(a)(i) of the Credit Agreement is hereby amended to read as
follows:
"(i) 60% of Total Value"
(b) Effective immediately upon the termination of the
Amendment Period, Section 6.01(a)(i) of the Credit Agreement shall read as
originally set forth in the Credit Agreement, that is, "55% of Total
Value".
2. For purposes hereof, "Amendment Period" shall mean the
period commencing on the date of consummation of the Acquisition and ending
180 days thereafter. Notwithstanding anything in the foregoing to the
contrary, in the event that the Acquisition is not consummated by September
30, 1997, this Amendment No. One shall be deemed null and void and of no
further force and effect.
3. The Administrative Agent and the Lenders hereby acknowledge
receipt from the Borrower of adequate notice of the Acquisition pursuant to
Section 5.02(b)(ii) of the Credit Agreement.
4. Except as expressly set forth herein, the Credit Agreement
shall continue in full force and effect in accordance with the provisions
thereof.
5. This Amendment No. One (a) shall be governed by the laws of
the State of New York, without giving effect to the conflict of law
principles thereof, and (b) may be executed in counterparts, each of which
shall be deemed an original and together which shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. One to be duly executed by their respective authorized officers as of
the day and year first above written.
HOME PROPERTIES ON NEW YORK, L.P.
By: Home Properties of New York, Inc.
By:/s/ Xxx X. Xxxx
__________________________________
Name: Xxx X. Xxxx
Title: Executive Vice President
THE CHASE MANHATTAN BANK, individually
and as Administrative Agent
By:/s/ Xxxxx X. Xxxxxx
__________________________________
Name: Xxxxx X. Xxxxxx
Title: Vice President
MANUFACTURERS AND TRADERS TRUST COMPANY,
individually and as Co-Agent
By:/s/ Xxxx X. Xxxxxxx
__________________________________
Name: Xxxx X. Xxxxxxx
Title: Vice President
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