AMENDMENT
TO
COMMERCIAL CREDIT AGREEMENT
---------------------------
THIS AMENDMENT TO COMMERCIAL CREDIT AGREEMENT (this "Amendment"), is made
and entered into as of the 1st day of July, 1998, by and between XXXXXXXX BANK
AND TRUST COMPANY ("Xxxxxxxx"), and the TRUSTEES OF THE VININGS INVESTMENT
PROPERTIES TRUST, a Massachusetts business trust ("Borrower")-
WITNESSETH:
WHEREAS, Hardwick and Borrower have heretofore entered into a certain
Commercial Credit Agreement (hereafter the "Credit Agreement"), dated June 28,
1997, pursuant to the terms of which Xxxxxxxx, among other things, opened and
extended to Borrower a line of credit in the amount of TWO MILLION AND NO/100
DOLLARS ($2,000,000.00); and
WHEREAS, the Borrower has requested that Xxxxxxxx extend the Credit Line
Termination Date established in said Credit Agreement, and Xxxxxxxx is willing
to do so upon the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the premises and One Dollar ($1.00) in
hand paid by each party to the other, and further good and valuable
considerations, the receipt and legal sufficiency of which are hereby
acknowledge, the parties hereto do mutually agree as follows:
Section 1. The "Credit Line Termination Date" as set forth in Section 1.08
of the Credit Agreement is hereby deleted and the following is substituted
therefore:
1.08 "Credit Line Termination Date": December 28, 1998.
Section 2. Representations and Warranties of Borrower. As an inducement to
Xxxxxxxx to enter into this Amendment, the Borrower hereby represents, covenants
and warrants as follows:
(a) The Borrower has duly executed and delivered this Amendment free
of duress, coercion and other defenses to the execution, delivery and
performance hereof. This Amendment, the Credit Agreement, and all Financing
Documents (as defined in Credit Agreement) are the valid, binding and
legally enforceable obligations of the Borrower, enforceable against the
Borrower in accordance with their respective terms.
(b) Each of the representations, warranties and certifications of the
Borrower contained in the Credit Agreement and this Amendment is accurate
and complete in all respects on the date of this Amendment.
(c) There does not now exist any condition which with the giving of
notice or the lapse of time, or both, would constitute a default or Event
of Default under the terms of the Agreement.
Section 3. Construction of the Credit Agreement. From and after the date
hereof, the Credit Agreement and each of the Financing Documents (as defined in
the Agreement) shall be construed, interpreted and enforced by reference to this
Amendment, and to the extent that the terms of this Amendment vary from or
contradict the terms of the Credit Agreement the terms of this Amendment shall
govern.
Section 4. Binding Effect. The Credit Agreement, as amended by this
Amendment, shall remain in full force and effect except to the extent
specifically set forth herein. This Amendment shall inure to the benefit of and
be binding upon the parties hereto and their respective executors, legal
representatives, successors and assigns.
Section 5. Governing Law. This Amendment has been prepared and entered into
in the State of Georgia and with the intention that the laws of the State of
Georgia shall govern its construction, interpretation and enforcement.
IN WITNESS WHEREOF, the parties hereto have hereunto affixed their hands
and seals on the day and year first above written.
VININGS INVESTMENT PROPERTIES TRUST XXXXXXXX BANK AND TRUST COMPANY
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxxxxxx Xxxxxxx
--------------------------------- -------------------------------
Xxxxx X. Xxxx, Authorized Trustee, Title: President
on behalf of all of the Trustees
