Exhibit 10.163
FIRST AMENDMENT TO AND AMENDMENT AND RESTATEMENT OF LOAN
AGREEMENTS AND OTHER LOAN DOCUMENTS
THIS FIRST AMENDMENT TO AND AMENDMENT AND RESTATEMENT OF LOAN
AGREEMENTS AND OTHER LOAN DOCUMENTS (hereinafter referred to as this
"Amendment") made the 15th day of July, 2002, among GLIMCHER PROPERTIES LIMITED
PARTNERSHIP, a Delaware limited partnership, having its principal place of
business at 00 Xxxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxx 00000 ("Glimcher") and NEW
BOSTON MALL, LLC, a Delaware limited liability company, having an address at 00
Xxxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxx 00000 ("New Boston"; together with Glimcher,
jointly and severally, "Borrower"), and XXXXXX BROTHERS BANK, FSB, a federal
stock savings bank, having its principal place of business at 0000 Xxxx Xxxxxx,
Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000, individually and as Agent for one or more
Co-Lenders ("Lender").
RECITALS:
Lender has made a loan to Glimcher in the maximum principal amount of
SIXTY-ONE MILLION SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($61,700,000.00)
(the "Glimcher Loan") pursuant to that certain Loan Agreement dated
August 1, 2001 between Glimcher and Lender (the "Glimcher Loan Agreement").
Lender has made a loan to New Boston in the maximum principal amount of
THREE MILLION EIGHT HUNDRED EIGHTY THOUSAND AND 00/100 DOLLARS ($3,880,000.00)
(the "New Boston Loan") pursuant to that certain Loan Agreement dated August 2,
2001 between New Boston and Lender (the "New Boston Loan Agreement").
As a condition to a one-time waiver of certain prepayment provisions of
the Glimcher Loan Agreement by Lender, pursuant to that certain letter agreement
dated June 26, 2002 between Glimcher and Lender, Borrower and Lender desire to
amend, restate and replace the New Boston Loan Agreement with the Glimcher Loan
Agreement, to include the property securing the New Boston Loan as security for
the Glimcher Loan, and to increase the principal amount of the Glimcher Loan to
include the outstanding principal balance of the New Boston Loan, among other
things, and to amend the Glimcher Loan Agreement to incorporate the New Boston
Loan into the Glimcher Loan.
In consideration of the foregoing and other valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
consent and agree as follows:
1. Glimcher and New Boston hereby jointly and severally assume (a) all
of the obligations under the Glimcher Loan Agreement and the related Loan
Documents (as such term is defined therein) (the "Glimcher Loan Documents") and
(b) all of the obligations under the New Boston Loan Agreement and the related
Loan Documents (as such term is defined therein) (the "New Boston Loan
Documents").
2. All of the terms and conditions of the New Boston Loan Agreement are
hereby amended and restated in their entirety to incorporate all of the terms
and conditions of the Glimcher Loan Agreement, as such Glimcher Loan Agreement
is modified by this Amendment, and the New Boston Loan Agreement is hereby
replaced by the Glimcher Loan Agreement, as
modified by this Amendment. All references to "Loan Agreement" in the New Boston
Loan Documents and in the Glimcher Loan Documents shall mean the Glimcher Loan
Agreement as modified by this Amendment (as so modified, the "Loan Agreement").
3. All capitalized words and phrases not otherwise defined herein shall
have the meanings ascribed to them in the Glimcher Loan Agreement.
4. In the event of any conflict or inconsistency between the terms and
conditions of any New Boston Loan Document and the terms and conditions of the
Loan Agreement, the terms and conditions of the Loan Agreement shall control.
5. With respect to the payment of interest due pursuant to the New
Boston Note and with respect to the Payment Date occurring on July 31, 2002, (i)
for the Interest Period commencing on July 11, 2002 to and including the date of
this Amendment, interest shall accrue at 7.49%, and (ii) for the Interest Period
commencing on the date immediately succeeding the date of this Amendment to and
including July 31, 2002, interest shall accrue at 4.83875%.
6. The following definitions are hereby added to Section 1.1 of
the Glimcher Loan Agreement:
"Glimcher Note" shall mean that certain promissory
note dated August 1, 2001 in the principal amount of $61,700,000.00
made by Glimcher to Lender as the same may be amended, restated,
replaced, supplemented, severed, split or otherwise modified from time
to time.
"New Boston Note" shall mean that certain promissory
note dated as of August 2, 2001 in the principal amount of
$3,880,000.00 made by New Boston to Lender as the same may be amended,
restated, replaced, supplemented, severed, split or otherwise modified
from time to time.
"New Boston Property" shall mean the Individual
Property encumbered by the New Boston Security Instrument.
"New Boston Security Instrument" shall mean that
certain Open-End Mortgage and Security Agreement in the Maximum Amount
of $3,880,000.00 dated as of August 2, 2001 granted by New Boston to
Lender encumbering property known as New Boston Mall, Portsmouth, Ohio,
as more fully described therein, and recorded in the appropriate
recording office, which secures the indebtedness evidenced by the New
Boston Note.
"Rollover Reserve Account" shall have the meaning
provided in Section 3.1(b)(vi) hereof.
"Rollover Reserve Fund" shall have the meaning
provided in Section 7.4 hereof.
"Rollover Reserve Monthly Deposit" shall have the
meaning provided in Section 7.4 hereof.
2
7. The definitions of Borrower, Eurodollar Rate, Note, Property
Account, Property Account Agreement, Replacement Reserve Monthly Deposit, and
Release Price are hereby deleted from the Glimcher Loan Agreement and the
following are substituted therefor:
"Borrower" shall mean, jointly and severally, Glimcher
Properties Limited Partnership and New Boston Mall LLC, together with
their respective successors and assigns, including, without limitation,
New Borrower.
"Eurodollar Rate" shall mean, with respect to any Interest
Period, an interest rate per annum equal to LIBOR plus (i) six percent
(6%) with respect to the outstanding principal balance of the Glimcher
Note and (ii) three percent (3%) with respect to the outstanding
principal balance of the New Boston Note.
"Glimcher Property Account Agreement" shall mean that certain
Clearing Account Agreement dated as of August 1, 2001 between Glimcher,
Property Account Bank and Lender.
"New Boston Property Account Agreement" shall mean that
certain Clearing Account Agreement dated as of August 2, 2001 between
Property Account Bank, New Boston and Lender.
"Note" shall mean, individually or collectively, as the
context requires, the New Boston Note and the Glimcher Note.
"Property Account" shall mean the accounts established
pursuant to the New Boston Property Account Agreement and the Glimcher
Property Account Agreement.
"Property Account Agreement" shall mean, individually and
collectively, as the context requires, the Glimcher Property Account
Agreement and the New Boston Property Account Agreement.
"Release Price" shall mean (i) for each Individual Property
other than the New Boston Property the greater of (a) one hundred
twenty-five percent (125%) of the Allocated Loan Amount for such
Individual Property and (b) the Net Sale Proceeds from the sale of such
Individual Property, and (ii) for the New Boston Property, (a) the
greater of the then outstanding principal balance of the New Boston
Note and (b) the Net Sale Proceeds from the sale of the New Boston
Property.
"Replacement Reserve Monthly Deposit" shall mean $45,420.00.
8. The definition of "Assignment of Leases" in the Glimcher Loan
Agreement shall include that certain Assignment of Leases and Rents dated as of
August 2, 2001 given by New Boston to Lender in connection with the New Boston
Security Instrument.
9. The definition of "Security Instrument" in the Glimcher Loan
Agreement shall include the New Boston Security Instrument.
3
10. The definition of "Assignment of Management Agreement" in the
Glimcher Loan Agreement shall include that certain Assignment of Management
Agreement and Subordination of Management Fees dated as of August 2, 2001
between New Boston, Lender and Manager in connection with the New Boston
Security Instrument.
11. The definition of "Reserve Funds" in the Glimcher Loan Agreement
shall include the Rollover Reserve Fund.
12. The definition of "Accounts" in the Glimcher Loan Agreement shall
include the Rollover Reserve Account.
13. The Rollover Reserve Account shall be in the name of Lender.
14. Clause (vi) in Section 3.1(b) of the Glimcher Loan Agreement is
hereby deleted and the following substituted therefore:
(vi) An account with Lockbox Bank into which Borrower shall
deposit, or cause to be deposited the Rollover Reserve Monthly Deposit
(the "Rollover Reserve Account"); and
15. Section 3.7(c) of the Glimcher Loan Agreement is hereby deleted and
the following substituted therefor:
(c) Lockbox Bank shall disburse the funds in the Lockbox
Account in the following order of priority:
(i) First, funds sufficient to pay the Monthly Ground
Rent Deposit shall be deposited in the Ground Rent Account;
(ii) Second, funds sufficient to pay the Monthly Tax
Deposit shall be deposited in the Tax Account;
(iii) Third, unless the Policies are blanket insurance
policies and Borrower has complied with the provisions of
Section 7.2 hereof, funds sufficient to pay the Monthly
Insurance Premium Deposit shall be deposited in the Insurance
Premium Account;
(iv) Fourth, funds sufficient to pay the Monthly Debt
Service Payment Amount shall be deposited into the Debt
Service Account to be applied (A) first, to the payment of
accrued and unpaid interest computed at the Applicable
Interest Rate; and (B) second to the payment of the Quarterly
Scheduled Amortization Payment and the reduction of the
principal sum (if such Quarterly Scheduled Amortization
Payment is due);
(v) Fifth, funds sufficient to pay the Replacement
Reserve Monthly Deposit shall be deposited in the Replacement
Reserve Account;
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(vi) Sixth, funds sufficient to pay the Rollover
Reserve Monthly Deposit shall be deposited in the Rollover
Reserve Account;
(vii) Seventh, funds sufficient to pay any interest
accruing at the Default Rate, and late payment charges, if
any, shall be deposited in the Debt Service Account;
(viii) Eighth, to the payment of Lockbox Bank for fees
and expenses incurred in connection with this Agreement and
the accounts established hereunder;
(ix) Ninth, to the payment of the Servicing Fee (if
such Servicing Fee is due); and
(x) Tenth, provided no Event of Default shall exist
under the Loan Documents, all amounts remaining in the Lockbox
Account after deposits for items (i) through (ix) for the
current month and all prior months shall be disbursed to the
Borrower.
16. Section 3.12 of the Glimcher Loan Agreement is hereby deleted and
the following substituted therefor:
Section 3.12. WITHDRAWAL FROM THE ROLLOVER RESERVE
ACCOUNT. Lender shall have the right to withdraw funds from the
Rollover Reserve Account in accordance with Section 7.4 hereof.
17. Section 7.4 of the Glimcher Loan Agreement is hereby deleted and
the following substituted therefor:
Section 7.4. ROLLOVER RESERVE.
7.4.1 DEPOSITS TO ROLLOVER RESERVE FUND. With respect to the
New Boston Property only, Borrower shall pay to Lender on each Payment
Date the sum of Three Thousand Two Hundred Eighteen and 25/100 Dollars
($3,218.25) (the "Rollover Reserve Monthly Deposit) for tenant
improvement and leasing commission obligations, provided that Borrower
shall not be required to pay Lender during such times as the balance in
the Rollover Reserve Account exceeds $115,857.00. Amounts so deposited
shall hereinafter be referred to as the "Rollover Reserve Fund."
7.4.2 WITHDRAWAL OF ROLLOVER RESERVE FUNDS. Lender shall make
disbursements from the Rollover Reserve Fund for tenant improvement and
leasing commission obligations incurred by Borrower. All such expenses
shall be approved by Lender in its sole discretion. Lender shall make
disbursements as requested by Borrower on a monthly basis in increments
of no less than $5,000.00 upon delivery by Borrower of Lender's
standard form of draw request accompanied by copies of paid invoices
for the amounts requested and, if required by Lender, lien waivers and
releases from all parties furnishing materials and/or services in
connection with the requested payment. Lender may require an inspection
of the Property at Borrower's expense prior to making a monthly
5
disbursement in order to verify completion of improvements for which
reimbursement is sought. All earnings or interest on the Rollover Reserve Fund
shall be and become part of such Rollover Reserve Fund and shall be disbursed as
provided in this Section 7.4.
18. Schedule I to the Glimcher Loan Agreement is hereby modified by
adding the following information with respect to the New Boston Property:
Square Allocated
Property City State Footage Loan Amount
----------------------------------------------------------------------------
New Boston Mall Portsmouth Ohio 128,730 $3,880,000.00
19. Schedule II to the Glimcher Loan Agreement is hereby modified by
adding the rent roll for the New Boston Property which is attached to this
Amendment as Exhibit A and the following leases which shall be deemed Major
Leases with respect to the New Boston Property:
"Any Lease covering more than 6,000 square feet at the Property".
20. Schedule XI to the Glimcher Loan Agreement is hereby deleted and
the Schedule XI attached hereto as Exhibit B is substituted therefor.
21. The Monthly Tax Deposit for the New Boston Property for purposes of
Schedule XIII of the Glimcher Loan Agreement is $5,927.34 and the Insurance
Premium Account allocation for the New Boston Property for purposes of Schedule
XIII of the Glimcher Loan Agreement is $1,113.45.
22. Regardless of whether or not the Loan has been securitized, New
Boston shall, from the date hereof and at all times thereafter, comply with all
of the terms and conditions of Section 4.1.35 of the Loan Agreement and, in
addition, with the following clauses which are hereby added to Section 4.1.35:
(cc) If Borrower is a single member limited liability company,
for so long as any obligations remain outstanding under the Loan,
Borrower shall have at all times, at least two individuals who shall
automatically become members having a 0% economic interest in Borrower
(each a "Springing Member") simultaneously upon the occurrence of any
event which would cause the member of Borrower to cease to be a member
of Borrower (a "Springing Event"). Upon the occurrence of a Springing
Event, Borrower shall be continued without dissolution and each
Springing Member shall, without any action of any person or entity,
automatically become a member of Borrower having a 0% economic interest
in Borrower and the personal representative(s) (as defined in the
Delaware Limited Liability Company Act (the "Delaware Act")) of the
member shall automatically become an unadmitted assignee of each member
respectively, being entitled thereby only to the distributions to which
the member was entitled under the operating agreement of Borrower and
any other right conferred thereupon by the Delaware Act. Upon the
death, resignation, dissolution or other event that causes a Springing
Member to be unable to fulfill its obligations under the operating
agreement of the Borrower or, if admitted as a member of the Borrower
it shall cease to be a member of Borrower, a new Springing Member shall
be appointed. The bankruptcy of any Member or a Springing Member shall
not cause such Member of Springing Member to
6
cease to be a Member of the Company and upon the occurrence of such an
event, the business of the Company shall continue without dissolution.
(dd) If Borrower is a single member limited liability company
described in Subparagraph (cc) of this Subsection 4.1.35, Borrower
shall cause there to be at all times at least two duly appointed
members of the board of managers (each an "Independent Manager") of
Borrower each of whom shall be reasonably satisfactory to Lender and
each of whom who is not at the time of initial appointment and has not
been at any time during the preceding five (5) years: (i) a
stockholder, member, director, officer, employee, partner, attorney or
counsel of Borrower or any Affiliate (other than his or her service as
an Independent Manager or Special Member of Borrower); (ii) a customer,
supplier or other Person who derives more than 1% of its purchases or
revenues from its activities with Borrower or any Affiliate; (iii) a
Person or other entity controlling or under common control with any
such stockholder, partner, member, customer, supplier or other Person,
or (iv) a member of the immediate family of any such stockholder,
member, director, officer, employee, partner, customer, supplier or
other Person. As used herein, the term "control" means the possession,
directly or indirectly, of the power to direct or cause the direction
of management, policies or activities of a Person, whether through
ownership of voting securities, by contract or otherwise.
23. Notwithstanding anything to the contrary in Section 2.3.6 of the
Glimcher Loan Agreement, the Release Price paid in connection with the Release
of the New Boston Property shall be applied first to the outstanding principal
balance of the New Boston Note and any excess shall then be applied to any
subsequent Quarterly Scheduled Amortization Payments. All Quarterly Scheduled
Amortization Payments, the Release Prices paid in connection with the Release of
any Individual Property other than the New Boston Property, and all other
prepayments shall be applied pro rata to the outstanding principal balances of
the New Boston Note and the Glimcher Note.
24. Article 6 of the New Boston Security Instrument is hereby deleted
in its entirety and in lieu thereof, Borrower and Lender hereby agree that the
provisions of Section 5.2.12 of the Glimcher Loan Agreement shall apply to
transfers of the New Boston Property and/or interests in New Boston.
25. Borrower hereby represents and warrants that all of the
representations and warranties contained in the Loan Agreement are true and
correct as of the date hereof and Borrower further represents and warrants that
as of the date hereof, (i) the outstanding principal balance of the New Boston
Note is $3,850,601.52, (ii) the outstanding principal balance of the Glimcher
Note is $30,198,587.58, and (iii) the amount in the Rollover Reserve Account is
$35,580.53.
26. Guarantor hereby confirms and ratifies the Guaranty and all the
terms and provisions therein and confirms and agrees that as of the date hereof,
(i) the Guaranty includes a guarantee of all of Borrower's obligations under the
New Boston Note and (ii) all capitalized words and phrases in the Guaranty shall
have the meanings ascribed to them in the Loan Agreement.
7
27. Borrower and Guarantor hereby confirm and ratify the Environmental
Indemnity and all the terms and conditions therein and confirm and agree that as
of the date hereof, (i) its terms and conditions also apply to the New Boston
Property and (ii) all capitalized words and phrases in the Environmental
Indemnity shall have the meanings ascribed to them in the Loan Agreement.
28. Borrower represents, warrants and covenants that there are no
offsets, counterclaims or defenses against the Loan, this Amendment, the Loan
Agreement or any other Loan Document and that Borrower has full power, authority
and legal right to execute this Amendment and to keep and observe all of the
terms of this Amendment on its part to be observed or performed.
29. Except as expressly modified pursuant to this Amendment, all of the
terms, covenants and provisions of the Glimcher Loan Agreement and the other
Loan Documents shall continue in full force and effect. In the event of any
conflict or ambiguity between the terms, covenants and provisions of this
Amendment and those of the Loan Agreement and the other Loan Documents, the
terms, covenants and provisions of this Amendment shall control.
30. This Amendment may not be modified, amended, waived, changed or
terminated orally, but only by an agreement in writing signed by the party
against whom the enforcement of the modification, amendment, waiver, change or
termination is sought.
31 . This Amendment shall be binding upon and inure to the benefit of
Borrower, Lender, Agent, Syndication Agent, Co-Lenders, and all future holders
of the Note and their respective successors and assigns.
32. This Amendment may be executed in any number of duplicate originals
and each such duplicate original shall be deemed to constitute but one and the
same instrument.
33. If any term, covenant or condition of this Amendment shall be held
to be invalid, illegal or unenforceable in any respect, this Amendment shall be
construed without such provision.
34. This Amendment shall be governed by and construed in accordance
with the laws of the State of New York and the applicable laws of the United
States of America.
[NO FURTHER TEXT ON THIS PAGE]
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IN WITNESS WHEREOF, Borrower and Lender have executed this Amendment
the day and year first above written.
LENDER:
XXXXXX BROTHERS BANK, FSB, a federal
stock savings bank, individually and as Agent for
one or more Co-Lenders
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Authorized Signatory
BORROWER:
NEW BOSTON MALL, LLC, a Delaware limited
liability company
By: GLIMCHER PROPERTIES LIMITED
PARTNERSHIP, a Delaware limited
partnership, its sole member
By: GLIMCHER PROPERTIES
CORPORATION, a Delaware
limited corporation, its sole
general partner
By:
---------------------------------
Name:
Title:
GLIMCHER PROPERTIES LIMITED
PARTNERSHIP, a Delaware limited partnership
By: GLIMCHER PROPERTIES
CORPORATION, a Delaware corporation,
its sole general partner
By:
---------------------------------------
Name:
Title:
IN WITNESS WHEREOF, Borrower and Lender have executed this Amendment
the day and year first above written.
LENDER:
XXXXXX BROTHERS BANK, FSB, a
federal stock savings bank,
individually and as Agent for
one or more Co-Lenders
By:
------------------------------------------
Name:
Title:
BORROWER:
NEW BOSTON MALL, LLC, a Delaware limited
liability company
By: GLIMCHER PROPERTIES LIMITED
PARTNERSHIP, a Delaware limited
partnership, its sole member
By: GLIMCHER PROPERTIES
CORPORATION, a Delaware corporation,
its sole general partner
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
GLIMCHER PROPERTIES LIMITED
PARTNERSHIP, a Delaware limited partnership
By: GLIMCHER PROPERTIES
CORPORATION, a Delaware corporation,
its sole general partner
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
Accepted and agreed to this
day of July, 2002
-----
GLIMCHER PROPERTIES CORPORATION,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
GLIMCHER DEVELOPMENT CORPORATION,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
Exhibit A
New Boston Property Rent Roll
[EXHIBIT BEGINS ON NEXT PAGE]
----------------------------------------------------------------------------------------------------------------------------------
GLIMCHER TENANT SUMMARY
REALTY TRUST
----------------------------------------------------------------------------------------------------------------------------------
NEW BOSTON MALL - Community Shopping Center New Boston Mall, LLC
Portsmouth, OH
----------------------------------------------------------------------------------------------------------------------------------
LEASE LEASE BASE BASE RENT
TENANT SPACE START DATE EXP SQFT RENT PER SQFT
----------------------------------------------------------------------------------------------------------------------------------
Anchor(s)
----------------------------------------------------------------------------------------------------------------------------------
KMART B001 12/01/1978 11/30/2003 84,180 273,448 3.25
----------------------------------------------------------------------------------------------------------------------------------
84,180 273,448
------------------
Store(s)
----------------------------------------------------------------------------------------------------------------------------------
BARBARA'S HALLMARK B005 07/01/1992 06/30/2005 3,200 32,000 10.00
----------------------------------------------------------------------------------------------------------------------------------
DOLLAR GENERAL B002 11/09/1998 11/30/2003 8,450 29,997 3.55
----------------------------------------------------------------------------------------------------------------------------------
FASHION BUG B008 01/01/1991 01/31/2007 10,400 72,800 7.00
----------------------------------------------------------------------------------------------------------------------------------
H&R BLOCK B003 05/01/2002 04/30/2005 1,600 20,000 12.50
----------------------------------------------------------------------------------------------------------------------------------
L.A. NAILS B004 02/09/1999 03/31/2006 1,600 13,600 8.50
----------------------------------------------------------------------------------------------------------------------------------
NATIONAL CASH ADVANCE B010 06/01/1997 09/31/2003 1,600 19,200 12.00
----------------------------------------------------------------------------------------------------------------------------------
PRAISES FAMILY BOOKS B007 03/15/2002 08/31/2005 3,200 25,600 8.00
----------------------------------------------------------------------------------------------------------------------------------
RADIO SHACK B015 11/13/1998 11/30/2003 2,400 24,000 10.00
----------------------------------------------------------------------------------------------------------------------------------
RENT-WAY B009 04/01/1994 01/31/2005 2,850 28,500 10.00
----------------------------------------------------------------------------------------------------------------------------------
SHOE SENSATION B011 02/01/1993 01/15/2008 4,000 24,000 6.00
----------------------------------------------------------------------------------------------------------------------------------
VACANT B013 2,400 0 0.00
----------------------------------------------------------------------------------------------------------------------------------
VALUE PLUS B012 06/01/1999 05/31/2004 2,850 23,513 8.25
----------------------------------------------------------------------------------------------------------------------------------
44,550 313,210
------------------
NEW BOSTON MALL Totals: 128,730 586,658
------------------
EXHIBIT A
----------------------------------------------------------------------------------------------------------------------------------
EXHIBIT B
SCHEDULE XI REPLACEMENT RESERVE ALLOCATIONS
-----------------------------------------------------------------------------------------------------------------------
PCS TI/LCs
REPLACEMENT PER REPAIRS PER PER
PROPERTY ADDRESS CITY STATE RESERVES MONTH PER YEAR ($) @125% MONTH YEAR
-----------------------------------------------------------------------------------------------------------------------
Alliance 0000 Xxxx
Xxxxx Xxxxxx Xxxxxxxx XX $0.15 $510 $6,120 $16,350 $20,438 $1,291 $15,490
-------------------------------------------------------------------------------------------------------------------------
Artesian I 000 X. Xxxx
Xxxxxx Xxxxxx
(State
Highway 37) Martinsville IN $0.17 $2,777 $33,320 $0 $0 $4,994 $59,930
-------------------------------------------------------------------------------------------------------------------------
Ashland 000-000
Xxxxxxxx
Xxxxxxxxx Xxxxxxx XX $0.17 $1,880 $22,559 $8,000 $10,000 $4,868 $58,412
-------------------------------------------------------------------------------------------------------------------------
Audubon 0000 X.X.
Xxxxxxx Xxx 0x Xxxxx Xxxxxxxxx XX $0.25 $2,596 $31,148 $1,000 $1,250 $1,670 $20,039
-------------------------------------------------------------------------------------------------------------------------
0000-0000
Xxxxx Xxxxx Xxxxx Xxxxx Xxxxx XX $0.34 $929 $11,152 $0 $0 $873 $10,476
-------------------------------------------------------------------------------------------------------------------------
705C-705G
Bollweevil
Bollweevil Circle Enterprise AL $0.15 $543 $6,514 $6,180 $7,725 $1,800 $21,599
-------------------------------------------------------------------------------------------------------------------------
000
Xxxxxxxxxx
Xxxxx
(Xx Xxx.00
Xxxxxxxxxx Xx. Xxx. 9) Tennerton WV $0.28 $1,979 $23,748 $25,000 $31,250 $2,225 $26,703
-------------------------------------------------------------------------------------------------------------------------
0000-0000 X.
Xxxxxxxx
Xxxxxxxxx Xxxxxx Xxxxxxxxx XX $0.17 $1,346 $16,153 $18,250 $22,813 $2,341 $28,089
-------------------------------------------------------------------------------------------------------------------------
Chillicothe 985-1015 X.
Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxxx XX $0.21 $1,736 $20,828 $0 $0 $2,537 $30,443
-------------------------------------------------------------------------------------------------------------------------
000-000 Xxxx
Xxxxx Xxxxx Xxxxxxxx Xx Xxxxx XX $0.26 $2,348 $28,175 $6,400 $8,000 $3,580 $42,957
-------------------------------------------------------------------------------------------------------------------------
Crossroads 0000 Xxxxxx
Xxxxxx Xxxxxxx Xxxxxxxxx XX $0.15 $2,812 $33,740 $7,300 $9,125 $6,176 $74,111
-------------------------------------------------------------------------------------------------------------------------
1611-1701 E.
Xxxxxx
Liberty Xxxxxxx Hwy Morristown TN $0.15 $734 $8,805 $3,000 $3,750 $1,769 $21,225
-------------------------------------------------------------------------------------------------------------------------
0000 Xxxx
Xxxxx Xxxxx 0xx. Xxxxxx Xxxxxxxxxxxx XX $0.32 $3,060 $36,719 $1,750 $2,188 $2,860 $34,324
-------------------------------------------------------------------------------------------------------------------------
Lowes-Marion 000 Xxxxxxx
Xxxx Xxxxxx XX $0.31 $1,873 $22,477 $600 $750 $1,857 $22,282
-------------------------------------------------------------------------------------------------------------------------
0000 XX
Xxxxxx Xxxxxxx 000 Xxxxxxxxxxxx XX $0.15 $1,165 $13,979 $0 $0 $2,402 $28,823
-------------------------------------------------------------------------------------------------------------------------
Mount 000
Xxxxxx Xxxxxxxxx Xxxxx
Xxxxx Xxxxxx Xxxxxx XX $0.27 $1,401 $16,811 $2,750 $3,438 $1,503 $18,037
-------------------------------------------------------------------------------------------------------------------------
000-000
Xxxxx Xxxxx Xxxxxx
Xxxxxx Xxxx. Xxxxxxx XX $0. 15 $502 $6,020 $3,400 $4,250 $1,025 $12,296
-------------------------------------------------------------------------------------------------------------------------
0000 XX
Xxx Xxxxx Xxxxx 00 Xxxx Xxxxxxxxxx XX $0.15 $1,876 $22,508 $2,650 $3,313 $5,745 $68,945
-------------------------------------------------------------------------------------------------------------------------
Washington
and Central
Read Lake Streets Benton IL $0.30 $3,035 $36,415 $250 $313 $3,133 $37,602
-------------------------------------------------------------------------------------------------------------------------
000 Xxxx
Xxxxx, Xxxx
Xxxx Xxxxxx #00-00 Xxxxxx XX $0.15 $1,400 $16,800 $0 $0 $4,430 $53,161
--------------------------------------------------------------------------------------------------------------------------
1361- 0000
Xxx Xxxxxxx
Xxxxx Xxxx Xxx Xxxxxxxxxx XX $0.15 $970 $11,645 $0 $0 $2,605 $31,257
--------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
PCS TI/LCs
REPLACEMENT PER REPAIRS PER PER
PROPERTY ADDRESS CITY STATE RESERVES MONTH PER YEAR ($) @125% MONTH YEAR
-----------------------------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxx 0000 Xxxxx Xxxxxxx PA $0.24 $2,808 $33,695 $10,000 $12,500 $3,578 $42,936
0xx Xxxxxx
------------------------------------------------------------------------------------------------------------------------
Vincennes 2601 Xxxx Vincennes IN $0.26 $2,355 $28,257 $0 $0 $2,717 $32,605
Street
------------------------------------------------------------------------------------------------------------------------
Walgreens 0000 Xxxxx
Xxxxxxxxxx 0xx Xxxxxx Xxxxxxxxxx XX $0.32 $347 $4,160 $200 $250 $672 $8,065
------------------------------------------------------------------------------------------------------------------------
Walgreens 0000 Xxxxx
Xxx Xxxxxx Xxxxxx New Albany IN $0.59 $639 $7,670 $300 $375 $657 $7,890
-----------------------------------------------------------------------------------------------------------------------
Walnut Cove 000 Xxxxx
Xxxx Xxxxxx Xxxxxx Xxxx XX $0.34 $1,656 $19,873 $0 $0 $2,357 $28,285
------------------------------------------------------------------------------------------------------------------------
New Boston 0000-0000
Xxxx Xxxxxx Xxx Xxxxxxxxxx XX $0.20 $2,146 $25,746 $0 $0 $3,218 $38 619
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TOTAL $0.21 $45,420 $545,040 $113,380 $141,725 $69,665 $835,978
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