UBS AG, NEW YORK BRANCH
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
August 27, 1998
Price Enterprises, Inc.
0000 Xxxxxx Xxxxxxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Attention: Xx. Xxxx Xxxxxxx
----------------
Re: Revolving Credit Agreement between you and us dated as of
March 31, 1998 (the "Loan Agreement"; capitalized terms
used herein without definition shall have the meanings
ascribed to them in the Loan Agreement)
---------------------------------------------------------
Dear Sirs:
In connection with your pending issuance of preferred stock, you have
requested certain changes in the provisions of the Loan Agreement. This is to
confirm the agreement between you and us that the Loan Agreement shall be
amended, effective as of the date hereof, as follows:
1. In Section 1.01:
(a) In the definition of the term "Loan Commitment", the
figure "$75,000,000" is amended to "$60,000,000".
(b) In the definition of the term "Maturity Date", the date
"March 30, 2001" is amended to "December 31, 1998".
2. In Section 8.07, the figure "1.80" is amended to "1.20".
3. Sections 2.02, 12.16 and 12.17 shall be deleted and of no
further force or effect. References in other provisions of the Loan Agreement
to "Bid Rate Loans", "Bid Rate Quote Request", "Bid Rate Loan Note", "Bid
Borrowing Limit", "LIBOR Bid Margin", "LIBOR Bid Rate", "Invitation for Bid
Rate Quotes" or "Designating Lender" may be disregarded.
4. The last sentence of the first paragraph of Section 2.03
shall be deleted and replaced by the following:
"Notwithstanding anything to the contrary contained herein,
the Bank(s) shall not be obligated to make an advance of the Loans
after August 5, 1998 such that the aggregate outstanding principal
amount of the Loans exceeds $50,000,000 except for an advance that
shall be used solely for the purpose of paying costs incurred in
connection with the purchase by Borrower of Lake Montclair Shopping
Center."
Except as modified hereby, the Loan Agreement and other Loan
Documents shall remain unchanged and in full force and effect.
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Kindly acknowledge your agreement with the foregoing by signing and
returning the enclosed copy of this letter.
Very truly yours,
UBS AG, New York Branch
(as successor to Union Bank of Switzerland
(New York Branch)),
as Bank and as Administrative Agent
By /s/ XXXXXXXX X. XXXXXX
--------------------------------------
Name: XXXXXXXX X. XXXXXX
Title: Director
By /s/ XXXXXXX X. XXXX
--------------------------------------
Name: XXXXXXX X. XXXX
Title: EXECUTIVE DIRECTOR
Agreement acknowledged this
31st day of August, 1998.
PRICE ENTERPRISES, INC.,
Attest: a Maryland corporation
By /s/ XXXX X. XXXXXXX By /s/ XXXX XXXXXXX [SEAL]
------------------------ --------------------------------
Name: XXXX XXXXXXX
Title: CFO
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