AMENDMENT TO LOAN DOCUMENTS
THIS AMENDMENT TO LOAN DOCUMENTS (this "Amendment") is made as of [May 1],
1996, by and between SEVEN FIELDS DEVELOPMENT COMPANY successor by merger
to SEVEN FIELDS DEVELOPMENT CORPORATION (the "Borrower") and PNC BANK,
NATIONAL ASSOCIATION (the "Bank").
WITNESSETH:
WHEREAS, the Borrower has executed and delivered to the Bank a note dated
October 28, 1994 in the original principal amount of One Million Seven
Hundred Thousand Dollars ($1,700,000) (the "Note"), pursuant to a loan
agreement dated October 98, 1994 (the "Agreement"), to evidence the
Borrower'sindebtedness to the Bank for a certain loan (the "Loan");
WHEREAS, the Borrower has executed and delivered to the Bank (a) a
mortgage instrument securing, among other things, the Note, dated October
28, 1994, and recorded on [October 28], 1994, in the Office of the Recorder
of Deeds of Xxxxxx County, Pennsylvania (the "Xxxxxx Recorder's Office''),
in Mortgage Book Volume [2479], Page [538-556] covering certain property
situate in said County and State, as more fully described in said mortgage
(the "Mortgage"); and (b) an Assignment of Rents, Leases and Profits, dated
October 28, 1994, and recorded on [October 28], 1994, in the Xxxxxx
Recorder's Office in, [Mortgage] Book Volume [2479] [Page 557-563] (the
"Assignment") (the Agreement, the Note, the Mortgage, the Assignment and
any and all other documents, instruments and certificates now or hereafter
given to evidence, secure, or otherwise support the Loan, as the same may
be amended from time to time, collectively, the "Loan Documents");
WHEREAS, the Borrower and the Bank desire to amend the Loan Documents as
provided for below;
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and intending to be legally bound hereby, the parties hereto agree as
follows:
1. The Loan Documents are amended as set forth in Exhibit A attached hereto
and made a part hereof. Any and all references to any of the Loan Documents,
in any other Loan Document, shall be deemed to refer to the Loan Documents
as amended hereby. Any initially capitalized terms used in this Amendment
without definition shall have the meanings assigned to those terms in the
Loan Documents.
2. This Amendment is deemed incorporated into the Loan Documents. To the
extent that any term or provision of this Amendment is or may be deemed
expressly inconsistent with any term or provision in the Loan Documents,
the terms and provisions hereof shall control.
3. The Borrower hereby represents and warrants that (a) all of its
representations and warranties in the Loan Documents are true and correct,
(b) no default or Event of Default exists under the Loan Documents, and (c)
this Amendment has been duly authorized, executed and delivered and
constitutes the legal. valid and binding obligation of the Borrower,
enforceable in accordance with its terms.
4. The Borrower hereby confirms that any collateral for the Loan, including
but not limited to liens, security interests, mortgages. and pledges granted
by the Borrower or third parties (if applicable), shall continue unimpaired
and in full force and effect.
5. This Amendment may be signed in any number of counterpart copies and by
the parties hereto on separate counterparts, but all such copies shall
constitute one and the same instrument.
6. This Amendment will be binding upon and inure to the benefit of the
Borrower and the Bank and their respective successors and assigns.
7. Except as amended hereby, the terms and provisions of the Loan Documents
remain unchanged and in full force and effect. Except as expressly provided
herein, this Amendment shall not constitute an amendment, waiver, consent
or release with respect to any provision of the Loan Documents, a waiver of
any default or Event of Default thereunder, or a waiver or release of any
of the Bank's rights and remedies (all of which are hereby reserved). The
Borrower expressly ratifies and confirms the confession of judgment and
waiver of jury trial provisions (if applicable).
WITNESS the due execution hereof as a document under seal, as of the date
first written above.
WITNESS / ATTEST:
Xxxxxx X. Xxxxxxxx
______________________________
Print Name: Xxxxxx X. Xxxxxxxx
SEVEN FIELDS DEVELOPMENT COMPANY, a Pennsylvania Business Trust by Seven
Fields Management Co., Inc., Trustee
By Xxxxx Xxxxxx (SEAL)
Print Name: Xxxxx Xxxxxx
Title: Chief Financial Officer
Name: J. Xxxxxx Xxxxx
PNC BANK, NATIONAL ASSOCIATION
By: Xxxxxx X. Xxxxx
(SEAL)
Print Name: Xxxxxx X. Xxxxx
Title: Vice President
AMENDMENT TO LOAN DOCUMENTS
EXHIBIT A
1. Seven Fields Development Company ("Company"), successor by merger to
Seven Fields Development Corporation ("Corporation") has as of the date of
such merger assumed and hereby expressly ratifies its assumption, of the
obligations and liabilities of the Corporation pursuant to the Loan Documents
in accordance with their respective terms as though the Loan Documents
had originally been made, executed, delivered and recorded. as the case may
be, by the Company. Further, the Company hereby expressly agrees to be
bound by each and every term, condition, representation, warranty and
covenant contained in the Loan Documents executed and delivered by the
Corporation.
2. The name "Seven Fields Development Corporation" is hereby deleted from
the Loan Documents and the name "Seven Fields Development Company" is
hereby inserted in lieu thereof wherever it appears.
3.The Borrower represents and warrants to the Bank that:
(a) It has the full power, authority and legal right to execute and deliver
this Amendment and to perform and observe the terms and conditions hereof.
(b) There is no law, ordinance, decree or regulation and no trust agreement
or similar instrument of the Borrower, and no provision of any existing
mortgage, indenture, contract, license, franchise, concession or agreement
binding on the Borrower which would be contravened by the execution,
delivery or performance of this Amendment.
(c) The Borrower is duly organized, validly existing and in good standing
as a Business Trust under the laws of Pennsylvania.
4.This Amendment shall be effective upon the fulfillment of the following
conditions precedent, including receipt by the Bank of the following
documents, which in all cases shall be in form and substance satisfactory
to the Bank:
(a) This Amendment, duly executed by the Borrower and the Bank.
(b) A Consent of Guarantor, to be executed by Seven Fields, PA, Inc. in
form attached hereto.
(c) UCC-3 Financing Statements, in the form attached hereto, executed by
the Bank and the Borrower.
5. The Lots described in the Release from Mortgage attached herein shall be
released from the lien of the Mortgage upon recordation of such Release.
Exhibit A "Legal Description", to the Mortgage is hereby deleted in its
entirety and replaced with "Exhibit A, Legal Description" attached hereto.
6. Paragraph 19 of the Mortgage is hereby amended by increasing the
$29 310 "Release Amount" set forth in the ninth line of such paragraph to
a "Release Amount" of $36,184.
COMMONWEALTH OF PENNSYLVANIA )
COUNTY OF
) ss:
On this, the day of March, 1996, before me, a Notary Public, the undersigned
officer, personally appeared, who acknowledged himself/herself to be the of
Seven Fields Management Co., Inc., Trustee of Seven Fields Development
Company, a Pennsylvania Business Trust, and that he/she, in such capacity,
being authorized to do so, executed the foregoing instrument for the
purposes therein contained by signing on behalf of said Company.
IN WITNESS WHEREOF. I hereunto set my hand and official seal.
Notary Public My commission expires:
COMMONWEALTH OF PENNSYLVANIA)
COUNTY OF)
ss:
On this, the day of March, 1996, before me, a Notary Public, the
undersigned officer, personally appeared
who acknowledged himself/herself to be the of Seven Fields, Pa.,
Inc., and that he/she, as such officer, being authorized to do so. executed
the foregoing instrument for the purposes therein contained by signing on
behalf of said corporation as such of officer.
IN WITNESS WHEREOF I hereunto set my hand and official seal.
My commission expires:
Notary Public
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF [Allegheny] ) ss:
On this, the day of March, 1996, before me, a Notary Public, the
undersigned officer, personally appeared [Xxxxxx X. Xxxxx], who acknowledged
himself/herself to be the Vice President of PNC BANK, NATIONAL ASSOCIATION
and that he/she, as such officer, being authorized to do so, executed the
foregoing instrument for the purposes therein contained by signing on behalf
of said bank as such officer.
IN WITNESS WHEREOF. I hereunto set my hand and official seal.
My commission expires:
Notary Public
CONSENT OF GUARANTOR
The undersigned guarantor hereby consents to the provisions of the foregoing
Amendment to Loan Documents and confirms and agrees that the undersigned's
obligations under the Commercial Guaranty dated [November 29], 1995 (the
"Guaranty"), shall be unimpaired by the Amendment and that the undersigned
has no defenses or set offs against the Bank, its officers, directors,
employees, agents or attorneys with respect to the Guaranty and that all of
the terms, conditions and covenants in the Guaranty remain unaltered and in
full force and effect and are hereby ratified and confirmed. The undersigned
hereby certifies that the representations and warranties made in the Guaranty
are true and correct. The undersigned hereby ratifies and confirms the
confession of judgment and waiver of jury trial provisions (if applicable)
contained in the Guaranty.
WITNESS the due execution hereof as a document under seal, as of May 1,
1996. intending to be legally bound hereby.
ATTEST WITNESS:
Xxxxxx X. Xxxxxxxx
Seven Fields PA, Inc.
Xxxxx Xxxxxx
Title: Chief Financial Officer
(SEAL)
RELEASE FROM MORTGAGE
From: Seven Fields Development,
Corporation (predecessor to Seven
Fields Development Company)
Mortgagor
To: PNC Bank, National Association, Mortgagee
Assigned to:
Assignee
Assignment Dated:
Recorded On: _, in
Mortgage Book Vol. , Page
: Mortgage Dated: October 28, 1994
: Mortgage Recorded. October 28, 1994
: in Mortgage Book Volume [2479, Page 538-556],
: in the Recorder's Office of Xxxxxx County,
: Pennsylvania
: Debt: $1,700,000
WHEREAS, the Mortgagor identified above, pursuant to the Mortgage
identified above, granted and conveyed unto PNC BANK, NATIONAL ASSOCIATION,
its successors and assigns, or a predecessor now known by that name pursuant
to a merger or change of name (the "Mortgagee"), the premises more
particularly described in said Mortgage (the "Mortgaged Premises"), to
secure the payment of that certain debt or principal sum identified above,
together with interest and the other Obligations set forth in said Mortgage;
WHEREAS, the Mortgagor has requested the Mortgagee to release from the
lien of the Mortgage the premises described in Exhibit "A" attached hereto
and made part hereof, which premises constitute a portion, but not all of,
the Mortgaged Premises;
NOW, THEREFORE, the Mortgagee, in consideration of the premises and
the sum of ONE DOLLAR ($1.00) lawful money to it in hand paid by the
Mortgagor and for other valuable consideration, the receipt of which is
hereby acknowledged, and intending to be legally bound, has remised,
released, quitclaimed, exonerated and discharged, and by these presents
does remise, release, quit-claim, exonerate and discharge unto the Mortgagor,
its heirs, executors, administrators, successors and assigns, all that
certain lot or piece of ground described in Exhibit "A" attached hereto,
together with the buildings and improvements thereon erected.
TO HOLD THE SAME, with the appurtenances, unto the Mortgagor, its heirs,
executors, administrators, successors and assigns, forever freed,
exonerated and discharged of and from the lien of the Mortgage, and every
part thereof.
PROVIDED, always, nevertheless, that nothing herein contained shall in
any way affect, alter or diminish the lien or encumbrance of the Mortgage
on any remaining part of the Mortgaged Premises, or the remedies at law for
recovering against the Mortgagor, and its heirs, executors, administrators,
successors and assigns, for the Obligations secured by the Mortgage.
WITNESS the due execution hereof this 30th day of April, 1996
WITNESS / ATTEST:
J. Xxxxxx Xxxxx
Print Name: J. Xxxxxx Xxxxx
STATE OF
COUNTY OF
PNC BANK, NATIONAL ASSOCIATION
By Xxxxxx X. Xxxxx
(SEAL)
Xxxxxx X. Xxxxx
Title: Vice President
) ss:
On this, the day of ,before me, a Notary
Public, the undersigned officer, personally appeared
who acknowledged himself/herself to be the
of
PNC BANK NATIONAL ASSOCIATION
and that he/she, as such officer, being authorized to do so, executed the
foregoing instrument for the purposes therein contained by signing on
behalf of said bank as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
My commission expires:
Notary Public
EXHIBIT "A"
DESCRIPTION OF RELEASED PROPERTY
ALL THOSE CERTAIN LOTS OR PIECES OF GROUND situate in the Borough of Seven
Fields, County of Xxxxxx and Commonwealth of Pennsylvania, being part of
the CASTLE CREEK PLAN OF LOTS, as recorded in the Xxxxxx County Recorder's
Office at Plan Book Volume 163, Pages 4650, being designated as follows:
PHASE 2, XXX XX. 0,
Xxxxx 000, 000, 000, 000, 000 and 000
XXXXX 0, XXX XX. 0,
Xxxxx 000, 208, 209, 210, 211 and 000
XXXXX 0, XXX XX. 0,
Xxxxx 000, 214, 215, 216, 217 and 218
PHASE 2, XXX XX. 0,
Xxxxx 000, 000, 000 and 222
