FIRST AMENDMENT TO LOAN AGREEMENT
This First Amendment To Loan Agreement ("First Amendment"),
dated as of December 6, 1995, is by and among Lazarus PA, Inc.,
as successor to Xxxxxx Xxxxx Co., Inc. (the "Borrower"), and PNC
Bank, Ohio, National Association, as the sole lender (the "Bank")
and in its capacity as agent for the Banks (the "Agent").
W I T N E S S E T H:
WHEREAS, the parties hereto (or their predecessors in
interest) are party to a Loan Agreement dated as of May 26, 1994,
as amended from time to time (the "Loan Agreement");
WHEREAS, the parties hereto have agreed upon the terms and
conditions contained herein to amend the Loan Agreement by
amending Schedule 2.3(b)(ii) thereto to reflect changes in the
"Location" and the "Stipulated Amount" of the properties subject
to Section 2.3(b)(ii) of the Loan Agreement;
WHEREAS, the parties have agreed to execute and record (i) a
release of the mortgage lien and security interest (the
"Releases") granted to the Banks on the Downtown Pittsburgh store
and the Xxxxxxxxx -Xxxxxxx Building (the "Downtown Pittsburgh
Locations") pursuant to that certain Mortgage and Security
Agreement dated as of May 26, 1994 and (ii) appropriate
termination statements (the "Termination Statements") for the
termination of those certain Uniform Commercial Code financing
statements, also dated as of May 26, 1994, filed with respect to
the Downtown Pittsburgh Locations.
NOW, THEREFORE, in consideration of mutual promises
contained herein and other valuable consideration and with the
intent to be legally bound hereby, the Borrower, the Banks and
the Agent hereby agree as follows:
1. Definitions: Terms defined in the Loan Agreement and
not otherwise defined herein are used herein as defined in the
Loan Agreement.
2. Amendment: Schedule 2.3(b)(ii) to the Loan Agreement
is hereby amended by deleting it in its entirety and substituting
therefor a new Schedule 2.3(b)(ii) which is attached hereto as
Exhibit A.
3. Release and Termination Statements: The Banks and
Agent shall execute contemporaneously herewith and facilitate the
recording of the Releases and Termination Statements.
4. Miscellaneous:
4.1 Except to the extent expressly amended
hereby, the Loan Agreement shall remain unchanged and in
full force and effect.
4.2 This First Amendment shall be governed by
and construed in accordance with the laws of the Commonwealth of
Pennsylvania except where such law is superseded by applicable
federal law and except only tothe extent precluded by the
mandatory application of another state's law.
4.3 This First Amendment may be executed in
one or more counterparts, each of which shall be deemed an
original but all of which shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto, intending to be
legally bound, have entered into this First Amendment as of the
day and year first above written.
LAZARUS PA, INC.
ATTEST:
\s\ Xxxxx X. Xxxxxx By: \s\Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Treasurer
PNC BANK, OHIO, National
Association
in its capacity as the sole Bank
and Agent
By: \s\ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
Property Subject to Section 2.3(b)(ii) Mandatory Prepayment
Stipulated Type of
Location Amount Interest Appraised Value
Warehouse $ 3,400,000 Real Property To be
and determined
Improvements
South Hills $ 23,000,000 Real Property To be
and determined
Improvements
Monroeville $ 15,700,000 Improvements To be
and Ground determined
Lease
