<PAGE> 1
United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. For the Quarterly Period Ended June 30, 1996
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. For the Transition Period From______________
to ______________
Commission file number 1-12056
----------
THE TOWN AND COUNTRY TRUST
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
MARYLAND 52-6613091
- ------------------------------------------------ -------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
SUITE 1700
100 SOUTH CHARLES STREET
BALTIMORE, MARYLAND 21201
- ------------------------------------------------ -------------------------
(Address of principal executive offices) (Zip Code)
(410) 539-7600
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(Registrant's telephone number, including area code)
NOT APPLICABLE
- -------------------------------------------------------------------------------
(Former name, former address, or former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter periods
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
--------- ---------
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practical date.
COMMON SHARES OF BENEFICIAL INTEREST, $.01 PAR VALUE - 15,677,690
OUTSTANDING AS OF JULY 31, 1996
<PAGE> 2
The Town and Country Trust
Form 10-Q
INDEX
-----
Part I: Financial Information Page
- ----------------------------- ----
Item 1. Financial Statements (Unaudited)
Consolidated balance sheets of The Town and Country Trust
as of June 30, 1996 and as of December 31, 1995. 1
Consolidated statements of operations of The Town and
Country Trust for the three-month and six-month periods ended
June 30, 1996 and 1995. 2
Consolidated statements of cash flows of The Town and Country
Trust for the six-month periods ended June 30, 1996 and 1995. 3
Notes to consolidated financial statements. 4
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 5
Part II: Other Information
- --------------------------
Item 1. Legal Proceedings 7
Item 2. Changes in Securities 7
Item 3. Defaults Upon Senior Securities 7
Item 4. Submission of Matters to a Vote of Security Holders 7
Item 5. Other Information 7
Item 6. Exhibits or Reports on Form 8-K 7
Signature 8
(i)
<PAGE> 3
Part I: Financial Information
- ------------------------------
The Town and Country Trust
Consolidated Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
JUNE 30, 1996 DECEMBER 31, 1995
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ASSETS (in thousands)
<S> <C> <C>
Real estate assets:
Land $ 77,566 $ 77,566
Buildings and improvements 479,858 477,083
Other 3,656 3,451
-----------------------------------------------------
561,080 558,100
Less accumulated depreciation (186,634) (174,551)
-----------------------------------------------------
374,446 383,549
Cash and cash equivalents 2,960 1,313
Funds deposited with mortgagee 5,625 5,723
Restricted cash 1,010 1,035
Receivables 1,544 1,196
Prepaid expenses and other assets 1,869 3,872
Deferred financing costs, net of allowance for amortization
(1996-$5,184, 1995-$4,101) 4,696 5,717
-----------------------------------------------------
Total assets $ 392,150 $ 402,405
=====================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgages payable $ 232,000 $ 232,000
Secured notes payable 57,309 56,809
Accrued interest 4,802 4,853
Accounts payable and other liabilities 4,091 2,881
Security deposits 1,652 1,667
Minority interest 12,658 14,294
-----------------------------------------------------
Total liabilities 312,512 312,504
Shareholders' equity:
Common shares of beneficial interest ($.01 par value),
500,000,000 shares authorized 157 157
Additional paid-in capital 317,588 317,584
Accumulated deficit (236,371) (225,964)
Unearned compensation - restricted stock (1,736) (1,876)
------------------------------------------------------
79,638 89,901
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Total liabilities and shareholders' equity $ 392,150 $ 402,405
======================================================
</TABLE>
See accompanying notes to financial statements.
1
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The Town and Country Trust
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
1996 1995 1996 1995
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(in thousands, except per share data)
<S> <C> <C> <C> <C>
Revenues:
Rental $ 22,458 $ 21,953 $ 44,491 $ 43,619
Other 358 380 706 754
----------------------------------------------- ------------------------------------------------
22,816 22,333 45,197 44,373
Expenses:
Operating 4,798 4,599 9,993 9,223
Real estate taxes 1,769 1,798 3,549 3,606
Depreciation 6,099 6,058 12,176 12,085
Marketing and advertising 883 811 1,727 1,610
Repairs and maintenance 1,610 1,496 3,115 3,039
General and administrative 1,159 1,064 2,233 2,238
----------------------------------------------- ------------------------------------------------
16,318 15,826 32,793 31,801
Interest expense 4,420 4,652 8,862 9,277
Interest expense related to
the amortization of
deferred financing costs 542 593 1,083 1,164
----------------------------------------------- ------------------------------------------------
21,280 21,071 42,738 42,242
----------------------------------------------- ------------------------------------------------
Income before minority interest 1,536 1,262 2,459 2,131
Income allocated to minority
interest 210 173 337 292
----------------------------------------------- ------------------------------------------------
Net income $ 1,326 $ 1,089 $ 2,122 $ 1,839
Weighted average common shares
outstanding 15,529,876 15,520,575 15,536,955 15,516,194
Net income per share $ .09 $ .07 $ .14 $ .12
=============================================== ================================================
Dividends declared and paid
per share outstanding $ .40 $ .40 $ .80 $ .80
=============================================== ================================================
</TABLE>
See accompanying notes to financial statements.
2
<PAGE> 5
The Town and Country Trust
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
1996 1995
---------------------------------------------
(in thousands)
<S> <C> <C>
OPERATING ACTIVITIES
Income before minority interest $ 2,459 $ 2,131
Adjustments to reconcile income before minority interest to net cash provided
by operating activities:
Depreciation 12,176 12,085
Interest expense related to the amortization of deferred financing costs 1,083 1,164
Amortization of unearned compensation 140 47
Changes in operating assets and liabilities:
Decrease in restricted cash 25 15
Decrease in funds deposited with mortgagee 98 390
Decrease in receivables, prepaid expenses and other assets 1,619 2,539
Increase (decrease) in accounts payable, other liabilities, accrued
interest and security deposits 1,144 (33)
---------------------------------------------
Net cash provided by operating activities 18,744 18,338
INVESTING ACTIVITIES
Additions of real estate assets, net of disposals (1,775) (2,551)
Additions pursuant to value-added capital improvements program (1,262) (967)
---------------------------------------------
Net cash used in investing activities (3,037) (3,518)
FINANCING ACTIVITIES
Proceeds from issuance of common stock 4 -
Borrowings on notes payable 500 -
Increase in deferred financing costs (61) (157)
Dividends and distributions (14,503) (14,443)
---------------------------------------------
Net cash used in financing activities (14,060) (14,600)
---------------------------------------------
Increase in cash and cash equivalents 1,647 220
Cash and cash equivalents at beginning of period 1,313 1,959
---------------------------------------------
Cash and cash equivalents at end of period $ 2,960 $ 2,179
=============================================
Cash interest paid $ 8,985 $ 9,308
=============================================
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 6
The Town and Country Trust
Notes to Consolidated Financial Statements
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions for Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments, consisting only of recurring
normal accruals, considered necessary for a fair presentation have been
included. Operating results for the three-month and six-month periods ended June
30, 1996 are not necessarily indicative of the results that may be expected for
a full fiscal year. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1995.
2. INTEREST RATE SWAP AGREEMENTS
In order to reduce its exposure to interest rate fluctuations, on January 2,
1996, the Company entered into a series of interest rate swap agreements with a
bank with a total notional amount of $103,100,000. The swap agreements
effectively fix the interest rate on its floating rate indebtedness to a blended
rate of 6.5%. The net interest differential between the fixed rate and the
floating rate (paid by the counterparty) is reported as a component of interest
expense. The swap agreements mature concurrently with the floating rate debt
maturities on August 17, 1998.
3. SUBSEQUENT EVENT
On July 25, 1996, the Company announced that its Board of Trustees had declared
a dividend for the quarter ended June 30, 1996 of $.40 per share, aggregating
$6,271,076. Concurrent with the payment of the dividend, a $986,614 limited
partnership distribution will be made to the minority interest holders. The
dividend and distribution will be paid on September 10, 1996 to holders of
record on August 15, 1996.
On July 25, 1996, the Company granted 15,625 restricted Common Shares to an
officer pursuant to its Amended and Restated 1993 Long-Term Incentive Plan. The
value of the restricted shares, which is equal to the market price of the Common
Shares at the date of the grant, will be amortized into expense over a vesting
period consistent with the remaining service period until retirement.
4
<PAGE> 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
---------------------------------------------------------------
The following discussion is based primarily on the consolidated financial
statements of The Town and Country Trust (the "Company") as of June 30, 1996 and
for the three-month and six-month periods ended June 30, 1996 and 1995. This
information should be read in conjunction with the accompanying consolidated
financial statements and notes thereto.
The financial statements include all adjustments which are, in the opinion of
management, necessary to reflect a fair statement of the results for the interim
periods presented, and all such adjustments are of a normal recurring nature.
The Company believes that Funds From Operations provides an indicator of its
financial performance. Historically, Funds From Operations has been defined as
net income (loss) excluding adjustments for unconsolidated partnerships and
joint ventures as well as gains (losses) from debt restructuring and sales of
property, plus depreciation and amortization. During 1995, the National
Association of Real Estate Investment Trusts (NAREIT) adopted a modification to
the definition of Funds From Operations. The modified definition continues to
recommend that depreciation of real property be added back to net income but
excludes certain items including amortization of deferred financing costs and
depreciation of company office improvements. Funds From Operations is affected
by the financial performance of the properties and the capital structure of the
Company. Funds From Operations does not represent cash flow from operations as
defined by generally accepted accounting principles and is not necessarily
indicative of cash available to fund all cash flow needs. Funds From Operations
should not be considered as an alternative to net income as an indicator of
operating performance or as an alternative to cash flow as a measure of
liquidity.
Results of Operations - Three Months Ended June 30, 1996 and 1995
- -----------------------------------------------------------------
Income before minority interest for the three months ended June 30, 1996 was
$1,536,000, compared to $1,262,000 for the same period in 1995. Funds From
Operations, using the new definition adopted by NAREIT, increased to $7,569,000
for the three months ended June 30, 1996 from $7,256,000 for the three months
ended June 30, 1995. Revenues were $22,816,000 for the three months ended June
30, 1996 compared to $22,333,000 for the same period in 1995, an increase of
$483,000, or 2.2%. This increase was due to increases in rental rates. Occupancy
remained strong at 94.1% for the second quarter of 1996, compared to 94.1% for
the second quarter of 1995.
Total expenses excluding depreciation and interest were $10,219,000 for the
three months ended June 30, 1996 compared to $9,768,000 for the same period in
1995, an increase of $451,000. Operating expenses increased by $199,000, due in
part to costs incurred early in the quarter that were attributable to the
unusually severe weather conditions in the Company's operating region. Marketing
and advertising expenses increased by $72,000 and repairs and maintenance
increased by $114,000. All other expenses except depreciation increased by
$66,000, or 2.3%.
Interest expense decreased by $232,000 from the expense in the second quarter of
1995 due to decreases in the interest rate on the Company's floating rate debt.
In order to eliminate its exposure to interest rate fluctuations, on January 2,
1996, the Company entered into an interest rate swap agreement which has the
effect of fixing at 6.5% its floating rate indebtedness until maturity on August
17, 1998.
5
<PAGE> 8
Results of Operations - Six Months Ended June 30, 1996 and 1995
- ---------------------------------------------------------------
Income before minority interest for the six months ended June 30, 1996 was
$2,459,000, compared to $2,131,000 for the same period in 1995. Funds From
Operations, using the new definition adopted by NAREIT, increased to $14,501,000
for the six months ended June 30, 1996 from $14,090,000 for the six months ended
June 30, 1995. Revenues were $45,197,000 for the six months ended June 30, 1996
compared to $44,373,000 for the same period in 1995, an increase of $824,000, or
1.9%. This increase was due to increases in rental rates.
Total expenses excluding depreciation and interest were $20,617,000 for the six
months ended June 30, 1996 compared to $19,716,000 for the same period in 1995,
an increase of $901,000. Operating expenses increased by $770,000, of which
approximately $500,000 is attributable to the unusually severe winter weather
conditions in the Company's operating region. Marketing and advertising expenses
increased by $117,000. All other expenses except depreciation increased by only
$14,000, as a result of management's successful efforts to control costs.
Interest expense for the six months ended June 30, 1996 decreased by $415,000
from the expense in the same period of 1995 due to decreases in the interest
rate on the Company's floating rate debt. On January 2, 1996, the Company
entered into an interest rate swap agreement which has the effect of fixing at
6.5% its floating rate indebtedness until maturity on August 17, 1998.
Liquidity and Capital Resources
- -------------------------------
Operating activities provided unrestricted cash for the six months ended June
30, 1996 of $18,744,000 of which $14,503,000 was paid out in dividends and
distributions. Borrowings under a secured financing arrangement provided a
portion of the funds that were invested in the properties in the form of
revenue-enhancing capital improvements.
In 1995, the Company commenced a multi-year program that provides for
approximately $6,000,000 in revenue-enhancing capital improvements to certain
properties. The improvements include the modernization of kitchens and bathrooms
as well as the installation of washers, dryers and carpeting within certain
apartment units. Funding for these revenue-enhancing improvements is provided
through internally-generated funds and the loan facility.
In order to reduce its exposure to interest rate fluctuations, on January 2,
1996, the Company entered into a series of interest rate swap agreements with a
bank with a total notional amount of $103,100,000. The swap agreements
effectively fix the interest rate on its floating rate indebtedness to a blended
rate of 6.5%.
Management believes that the Company will have access to the capital resources
necessary to expand and develop its business. The Company expects that adequate
cash will be available to fund its operating and administrative expenses,
capital expenditures, debt service obligations and payments of dividends in the
foreseeable future.
6
<PAGE> 9
Part II: Other Information
- ---------------------------
Items 1 through 5 are not applicable or the answer to such items is
negative; therefore, the items have been omitted and no reference is
required in this report.
Item 6. - Exhibits and Reports on Form 8-K
- --------------------------------------------
(a) Exhibit
Number Exhibit
------- -------
10.1 Loan Modification Agreement among The Town and Country
Trust, The TC Operating Limited Partnership, and The
TC Property Company, Borrowers, The TC-Stonegate
Company, The TC-Carlyle Station Company and The
TC-Christina Mill Company, Grantors, and The First
National Bank of Maryland, Lender, dated May 14, 1996.
10.2 Loan Modification Agreement among The TC-Stonegate
Company, The TC-Carlyle Station Company and The
TC-Christina Mill Company, Borrowers, The Town and
Country Trust, and The TC Operating Limited
Partnership, Guarantors, and The First National Bank
of Maryland, Agent, dated May 14, 1996.
27 Financial Data Schedule(1)
(b) No reports on Form 8-K were filed during the quarter for which this
report is filed.
- ----------
1 Filed only in electronic format pursuant to Item 601(b)(27) of Regulation S-K
7
<PAGE> 10
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE TOWN AND COUNTRY TRUST
Date: August 7, 1996 /s/ Jennifer C. Munch
----------------------------- -----------------------------
Jennifer C. Munch
Vice President - Treasurer
(Principal Accounting Officer)
8
<PAGE> 1
Exhibit 10.1
LOAN MODIFICATION AGREEMENT
---------------------------
THIS LOAN MODIFICATION AGREEMENT (this "Agreement") is made this 14th
day of May, 1996, but shall be deemed effective as of March 1, 1996, by and
among THE TOWN AND COUNTRY TRUST, a real estate investment trust organized and
existing under the laws of the State of Maryland, THE TC OPERATING LIMITED
PARTNERSHIP, a Maryland limited partnership, and THE TC PROPERTY COMPANY, a
Maryland general partnership, (hereinafter referred to collectively as the
"Borrowers"); THE TC-STONEGATE COMPANY, THE TC-CARLYLE STATION COMPANY and THE
TC-CHRISTINA MILL COMPANY, each a Maryland general partnership (hereinafter
referred to collectively as the "Grantors"); and THE FIRST NATIONAL BANK OF
MARYLAND, a national banking association, (hereinafter referred to as the
"Lender").
INTRODUCTORY STATEMENT
----------------------
A. Pursuant to the terms of a Promissory Note dated August 16,
1995, from the Borrowers, as maker, to the Lender, as payee (such Promissory
Note, together with all modifications thereto, extensions or renewals thereof
and substitutions therefor being hereinafter referred to as the "Note"), the
Borrowers became jointly and severally indebted unto the Lender for a loan in
the original principal amount of $27,000,000 (the "Loan"), which Loan was made
to the Borrowers pursuant to the terms of a Financing Agreement dated August
16, 1995 executed by and between the Borrowers and the Lender (the "Financing
Agreement").
B. The obligations of the Borrowers to the Lender under the Loan
were secured by, among other things, (1) an Indemnity Deed of Trust, Assignment
and Security Agreement of even date with the Note from The TC-Stonegate Company
to Tari L. Flannery and Anna M. Marcellino, trustees (the "Maryland Deed of
Trust"), covering that real estate in Cecil County, State of Maryland,
described in Exhibit A attached hereto and made a part hereof and all other
property, real and personal, more particularly described in the Maryland Deed
of Trust (the "Maryland Property"), (2) an Indemnity Deed of Trust, Assignment
and Security Agreement of even date with the Note from The TC-Carlyle Station
Company to Amy S. Owen and Rodney B. Boddie, trustees (the "Virginia Deed of
Trust"), covering that real estate in Prince William County, Commonwealth of
Virginia, described in Exhibit B attached hereto and made a part hereof and all
other property, real and personal, more particularly described in the Virginia
Deed of Trust (the "Virginia Property") and (3) an Indemnity Mortgage,
Assignment and Security Agreement of even date with the Note from The
TC-Christina Mill Company to the Lender (the "Delaware Mortgage"; the Maryland
Deed of Trust, the Virginia
<PAGE> 2
Deed of Trust and the Delaware Mortgage, together with all modifications
thereto, extensions or renewals thereof and substitutions therefor, being
hereinafter collectively referred to as the "Deeds of Trust") covering that
real estate in New Castle County, State of Delaware, described in Exhibit C
attached hereto and made a part hereof and all other property, real and
personal, more particularly described in the Delaware Mortgage (the "Delaware
Property"; the Maryland Property, the Virginia Property and the Delaware
Property being hereinafter collectively referred to as the "Property").
C. The parties hereto have now determined that the definition of
the "Libor Rate" set forth in the Note needs to be clarified and have agreed to
execute and deliver this Agreement to change the definition thereof as
hereinafter more particularly set forth.
AGREEMENTS
----------
NOW, THEREFORE, in consideration of the premises and for the sum of
One Dollar ($1.00) and other good and valuable consideration, the receipt and
sufficiency whereof are hereby acknowledged, the parties hereto, for themselves
and their respective successors and assigns do hereby mutually covenant and
agree as follows:
1. INCORPORATION OF RECITALS. The parties hereto acknowledge and
agree that the recitals hereinabove set forth are true and correct in all
respects and that the same are incorporated herein and made a part hereof.
2. OUTSTANDING OBLIGATIONS. The parties hereto acknowledge and
agree that, as of May 9, 1996, (a) the outstanding principal balance of the
Note is $22,308,544.11, (b) interest on the unpaid principal balance of the
Note has been paid through April 30, 1996, and (c) the unpaid principal balance
of the Note, together with accrued and unpaid interest thereon, is due and
owing subject to the terms of repayment hereinafter set forth, without defense
or offset.
3. CONFIRMATION OF LIENS. The Borrowers and the Grantors hereby
acknowledge and agree that the Property is and shall remain in all respects
subject to the liens, charges and encumbrances of the Deeds of Trust, subject
to the respective terms and conditions set forth therein, and nothing herein
contained, and nothing done pursuant hereto, shall adversely affect or be
construed to adversely affect the liens, charges or encumbrances of, or
warranties of title in, or conveyances effected by the Deeds of Trust, or the
priority thereof over other liens, charges, encumbrances or conveyances, or to
release or adversely affect the liability of any party or parties whomsoever
who may now or hereafter be liable under or on account of the Loan or any of
the Loan Documents (as hereinafter defined), nor shall
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<PAGE> 3
anything herein contained or done in pursuance hereof adversely affect or be
construed to adversely affect any other security or instrument held by the
Lender as security for or evidence of the indebtedness evidenced and secured
thereby.
4. CONTINUATION OF LOAN TERMS. Except as otherwise expressly set
forth below, the principal balance of the Note outstanding from time to time
shall continue to bear interest and to be repaid on the terms and subject to
the conditions set forth in the Note and the other documents evidencing and
securing the Loan (this Agreement, the Note, the Financing Agreement, the Deeds
of Trust and all such other documents, whether currently existing or hereafter
executed, and all modifications thereto, extensions or renewals thereof and
substitutions therefor being hereinafter collectively referred to as the "Loan
Documents"). All capitalized terms used but not defined in this Agreement
shall have the meaning given to such terms in the Note.
5. CHANGE IN LIBOR RATE. Effective as of March 1, 1996, the term
"Libor Rate" shall be defined as the per annum rate of interest (rounded
upwards, if necessary, to the nearest 1/100 of 1%) in effect two (2) business
days prior to each Determination Date, at which deposits in United States
Dollars in amounts approximately equal to the outstanding balance of the
Principal Sum and with maturities of thirty (30) calendar days, sixty (60)
calendar days, ninety (90) calendar days, one hundred eighty (180) calendar
days or one (1) year (but not to exceed the maturity of the Note), as selected
by the Borrowers, (each such interest period being hereinafter referred to as
an "Interest Period") are offered in immediately available funds in the London
Interbank Market by leading banks in the Eurodollar market as of 11:00 a.m.
(London time), as published by Telerate News Services under the designation of
"British Banker Association Interest Settlement Rates" or any similar
publication or reporting service selected by the Lender from time to time, and
as adjusted for Federal Reserve Board Reserve Requirements and other
assessments imposed upon the Lender from time to time, as more particularly set
forth in Section 2(c) of the Note.
6. RATIFICATION OF GRANTORS' DOCUMENTS. The Grantors hereby
covenant and agree with the Lender that the execution of this Agreement does
not and shall not in any manner affect their obligations and liabilities under
the Deeds of Trust and each of the other Loan Documents executed by them and
that the Deeds of Trust and such other Loan Documents remain in full force and
effect, subject to the respective terms and conditions thereof.
7. CONTINUING AGREEMENTS; NO NOVATION. Except as expressly
modified hereby, the parties hereto ratify and confirm each and every provision
of the Note, the Deeds of Trust and each of the other Loan Documents as if the
same were set forth herein. In the event that any of the terms and conditions
in the Note or in any of the other Loan Documents conflict in any way with the
-3-
<PAGE> 4
terms and provisions hereof, the terms and provisions hereof shall prevail.
The parties hereto covenant and agree that the execution of this Agreement is
not intended to and shall not cause or result in a novation with regard to the
Note, the Deeds of Trust and/or the other Loan Documents and that the existing
indebtedness of the Borrowers to the Lender evidenced by the Note is
continuing, without interruption, and has not been discharged by a new
agreement.
8. ENTIRE AGREEMENT. NO STATEMENTS, AGREEMENTS OR REPRESENTATIONS, ORAL
OR WRITTEN, WHICH MAY HAVE BEEN MADE TO THE BORROWERS OR THE GRANTORS OR TO ANY
EMPLOYEE OR AGENT OF THE BORROWERS OR THE GRANTORS, EITHER BY THE LENDER OR BY
ANY EMPLOYEE, AGENT OR BROKER ACTING ON THE LENDER'S BEHALF, WITH RESPECT TO
THE MODIFICATION OF THE LOAN, SHALL BE OF ANY FORCE OR EFFECT, EXCEPT TO THE
EXTENT STATED IN THIS AGREEMENT, AND ALL PRIOR AGREEMENTS AND REPRESENTATIONS
WITH RESPECT TO THE MODIFICATION OF THE LOAN ARE MERGED HEREIN.
9. CAPTIONS. The captions herein set forth are for convenience only and
shall not be deemed to define, limit or describe the scope or intent of this
Agreement.
10. GOVERNING LAW. The provisions of this Agreement shall be construed,
interpreted and enforced in accordance with the laws of the State of Maryland
as the same may be in effect from time to time.
11. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, and each such counterpart shall be deemed to be an original. It
shall not be necessary that the signature of, or on behalf of, each party, or
that the signatures of the persons required to bind any party, appear on more
than one counterpart.
12. TRUST LIABILITY. The Lender hereby acknowledges that the First
Amended and Restated Declaration of Trust of The Town and Country Trust (the
"Trust") dated June 24, 1993, a copy of which is duly filed with the Department
of Assessments and Taxation of the State of Maryland, provides that no trustee,
officer, shareholder, employee or agent of the Trust shall be held to any
personal liability, jointly or severally, for any obligation of or claim
against the Trust. All persons dealing with the Trust in any way shall look
only to the assets of the Trust for the payment of any sum or the performance
of any obligation.
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<PAGE> 5
IN WITNESS WHEREOF, the parties have executed this Agreement under
seal as of the date first above written.
<TABLE>
<S> <C>
WITNESS: THE TOWN AND COUNTRY TRUST
/s/ Jennifer C. Munch By /s/ Michael H. Rosen (SEAL)
- ------------------------- ---------------------------------
Jennifer C. Munch Michael H. Rosen
Executive Vice President
WITNESS: THE TC OPERATING LIMITED PARTNERSHIP
By: The Town and Country Trust
General Partner
/s/ Jennifer C. Munch By /s/ Michael H. Rosen (SEAL)
- ------------------------- ----------------------------
Jennifer C. Munch Michael H. Rosen
Executive Vice President
WITNESS OR ATTEST: THE TC PROPERTY COMPANY
By: The TC Operating Limited
Partnership, Managing
General Partner
By: The Town and Country Trust,
Managing General Partner
/s/ Jennifer C. Munch By /s/ Michael H. Rosen (SEAL)
- ------------------------- -----------------------
Jennifer C. Munch Michael H. Rosen
Executive Vice President
WITNESS OR ATTEST: THE TC-STONEGATE COMPANY,
a Maryland general partnership
By: THE TC PROPERTY COMPANY II
Managing General Partner
By: THE TC OPERATING LIMITED
PARTNERSHIP, Managing
General Partner
By: THE TOWN AND COUNTRY TRUST
Managing General Partner
/s/ Jennifer C. Munch By /s/ Michael H. Rosen (SEAL)
- ------------------------- ---------------------
Jennifer C. Munch Michael H. Rosen
Executive Vice President
</TABLE>
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<PAGE> 6
<TABLE>
<S> <C>
WITNESS OR ATTEST: THE TC-CARLYLE STATION COMPANY,
a Maryland general partnership
By: THE TC PROPERTY COMPANY II
Managing General Partner
By: THE TC OPERATING LIMITED
PARTNERSHIP, Managing
General Partner
By: THE TOWN AND COUNTRY TRUST
Managing General Partner
/s/ Jennifer C. Munch By /s/ Michael H. Rosen (SEAL)
- ------------------------- ---------------------
Jennifer C. Munch Michael H. Rosen
Executive Vice President
WITNESS OR ATTEST: THE TC-CHRISTINA MILL COMPANY,
a Maryland general partnership
By: THE TC PROPERTY COMPANY II
Managing General Partner
By: THE TC OPERATING LIMITED
PARTNERSHIP, Managing
General Partner
By: THE TOWN AND COUNTRY TRUST
Managing General Partner
/s/ Jennifer C. Munch By /s/ Michael H. Rosen (SEAL)
- ------------------------- ---------------------
Jennifer C. Munch Michael H. Rosen
Executive Vice President
WITNESS: THE FIRST NATIONAL BANK OF MARYLAND
/s/ Barbara L. Simmons By /s/ Tari L. Flannery (SEAL)
- ------------------------- ---------------------------------
Barbara L. Simmons Tari L. Flannery
Vice President
</TABLE>
-6-
<PAGE> 7
STATE OF MARYLAND, CITY OF BALTIMORE, TO WIT:
I HEREBY CERTIFY, that on this 14th day of May, 1996, before me, the
undersigned Notary Public of said State, personally appeared Michael H. Rosen,
who acknowledged himself to be the Executive Vice President of The Town and
Country Trust, a real estate investment trust organized and existing under the
laws of the State of Maryland, known to me (or satisfactorily proven) to be the
person whose name is subscribed to the within instrument, and acknowledged that
he executed the same for the purposes therein contained as the duly authorized
Executive Vice President of said real estate investment trust by signing the
name of the real estate investment trust by himself as Executive Vice President.
WITNESS my hand and Notarial Seal.
/s/ Pamela J. Tippet
Pamela J. Tippet
-----------------------------
Notary Public
My Commission Expires: February 18, 1997
STATE OF MARYLAND, CITY OF BALTIMORE, TO WIT:
I HEREBY CERTIFY, that on this 14th day of May, 1996, before me, the
undersigned Notary Public of said State, personally appeared Michael H. Rosen,
who acknowledged himself to be the Executive Vice President of The Town and
Country Trust, a real estate investment trust organized and existing under the
laws of the State of Maryland, and general partner of The TC Operating Limited
Partnership, a Maryland limited partnership, known to me (or satisfactorily
proven) to be the person whose name is subscribed to the within instrument, and
acknowledged that he executed the same for the purposes therein contained as the
duly authorized Executive Vice President of said real estate investment trust by
signing the name of the real estate investment trust by himself as Executive
Vice President.
WITNESS my hand and Notarial Seal.
/s/ Pamela J. Tippet
Pamela J. Tippet
-----------------------------
Notary Public
My Commission Expires: February 18, 1997
-7-
<PAGE> 8
STATE OF MARYLAND, CITY OF BALTIMORE, TO WIT:
I HEREBY CERTIFY, that on this 14th day of May, 1996, before me, the
undersigned Notary Public of said State, personally appeared Michael H. Rosen,
who acknowledged himself to be the Executive Vice President of The Town and
Country Trust, a real estate investment trust organized and existing under the
laws of the State of Maryland and managing general partner of The TC Operating
Limited Partnership, a Maryland limited partnership and managing general partner
of The TC Property Company, a Maryland general partnership, known to me (or
satisfactorily proven) to be the person whose name is subscribed to the within
instrument, and acknowledged that he executed the same for the purposes therein
contained as the duly authorized Executive Vice President of said real estate
investment trust by signing the name of the real estate investment trust by
himself as Executive Vice President.
WITNESS my hand and Notarial Seal.
/s/ Pamela J. Tippet
Pamela J. Tippet
-----------------------------
Notary Public
My Commission Expires: February 18, 1997
STATE OF MARYLAND, CITY OF BALTIMORE, TO WIT:
I HEREBY CERTIFY, that on this 14th day of May, 1996, before me, the
undersigned Notary Public of said State, personally appeared Michael H. Rosen,
who acknowledged himself to be the Executive Vice President of The Town and
Country Trust, a real estate investment trust organized and existing under the
laws of the State of Maryland and managing general partner of The TC Operating
Limited Partnership, a Maryland limited partnership and managing general partner
of The TC Property Company II, a Maryland general partnership and managing
general partner of The TC-Stonegate Company, a Maryland general partnership,
known to me (or satisfactorily proven) to be the person whose name is subscribed
to the within instrument, and acknowledged that he executed the same for the
purposes therein contained as the duly authorized Executive Vice President of
said real estate investment trust by signing the name of the real estate
investment trust by himself as Executive Vice President.
WITNESS my hand and Notarial Seal.
/s/ Pamela J. Tippet
Pamela J. Tippet
-----------------------------
Notary Public
My Commission Expires: February 18, 1997
-8-
<PAGE> 9
STATE OF MARYLAND, CITY OF BALTIMORE, TO WIT:
I HEREBY CERTIFY, that on this 14th day of May, 1996, before me, the
undersigned Notary Public of said State, personally appeared Michael H. Rosen,
who acknowledged himself to be the Executive Vice President of The Town and
Country Trust, a real estate investment trust organized and existing under the
laws of the State of Maryland and managing general partner of The TC Operating
Limited Partnership, a Maryland limited partnership and managing general partner
of The TC Property Company II, a Maryland general partnership and managing
general partner of The TC-Carlyle Station Company, a Maryland general
partnership, known to me (or satisfactorily proven) to be the person whose name
is subscribed to the within instrument, and acknowledged that he executed the
same for the purposes therein contained as the duly authorized Executive Vice
President of said real estate investment trust by signing the name of the real
estate investment trust by himself as Executive Vice President.
WITNESS my hand and Notarial Seal.
/s/ Pamela J. Tippet
Pamela J. Tippet
-----------------------------
Notary Public
My Commission Expires: February 18, 1997
STATE OF MARYLAND, CITY OF BALTIMORE, TO WIT:
I HEREBY CERTIFY, that on this 14th day of May, 1996, before me, the
undersigned Notary Public of said State, personally appeared Michael H. Rosen,
who acknowledged himself to be the Executive Vice President of The Town and
Country Trust, a real estate investment trust organized and existing under the
laws of the State of Maryland and managing general partner of The TC Operating
Limited Partnership, a Maryland limited partnership and managing general partner
of The TC Property Company II, a Maryland general partnership and managing
general partner of The TC-Christina Mill Company, a Maryland general
partnership, known to me (or satisfactorily proven) to be the person whose name
is subscribed to the within instrument, and acknowledged that he executed the
same for the purposes therein contained as the duly authorized Executive Vice
President of said real estate investment trust by signing the name of the real
estate investment trust by himself as Executive Vice President.
WITNESS my hand and Notarial Seal.
/s/ Pamela J. Tippet
Pamela J. Tippet
-----------------------------
Notary Public
My Commission Expires: February 18, 1997
-9-
<PAGE> 10
STATE OF MARYLAND, CITY OF BALTIMORE, TO WIT:
I HEREBY CERTIFY, that on this 31st day of May, 1996,
before me, the undersigned Notary Public of said State, personally appeared
Tari L. Flannery, who acknowledged herself to be a Vice President of The First
National Bank of Maryland, a national banking association, known to me (or
satisfactorily proven) to be the person whose name is subscribed to the within
instrument, and acknowledged that she executed the same for the purposes
therein contained as the duly authorized Vice President of said Bank by signing
the name of the Bank by herself as Vice President.
WITNESS my hand and Notarial Seal.
/s/ Deborah W. DeManss
Deborah W. DeManss
-----------------------------
Notary Public
My Commission Expires: 3/28/99
-10-
<PAGE> 1
Exhibit 10.2
LOAN MODIFICATION AGREEMENT
THIS LOAN MODIFICATION AGREEMENT (this "Agreement") is made this 14th
day of May, 1996, but shall be deemed effective as of March 1, 1996, by and
among THE TC-STONEGATE COMPANY, THE TC-CARLYLE STATION COMPANY and THE
TC-CHRISTINA MILL COMPANY, each a Maryland general partnership, (hereinafter
referred to collectively as the "Borrowers"); THE TOWN AND COUNTRY TRUST, a real
estate investment trust organized and existing under the laws of the State of
Maryland, and THE TC OPERATING LIMITED PARTNERSHIP, a Maryland limited
partnership, (hereinafter referred to collectively as the "Guarantors") and THE
FIRST NATIONAL BANK OF MARYLAND, a national banking association (hereinafter
referred to as the "Agent"), as servicing agent for FLEET BANK, a New York State
Bank and Trust Company, (hereinafter referred to as "Fleet").
INTRODUCTORY STATEMENT
----------------------
A. Pursuant to the terms of a Promissory Note dated August 16,
1995, from the Borrowers, as maker, to the Agent, as payee (such Promissory
Note, together with all modifications thereto, extensions or renewals thereof
and substitutions therefor being hereinafter referred to as the "Note"), the
Borrowers became jointly and severally indebted unto the Agent for a loan in
the original principal amount of $35,000,000 (the "Loan"), which Loan was made
to the Borrowers pursuant to the terms of a Financing Agreement dated August
16, 1995 executed by and between the Borrowers and the Agent (the "Financing
Agreement").
B. The obligations of the Borrowers to the Agent under the Loan
were secured by, among other things, (1) a Deed of Trust, Assignment and
Security Agreement of even date with the Note from The TC-Stonegate Company to
Tari L. Flannery and Anna M. Marcellino, trustees (the "Maryland Deed of
Trust"), covering that real estate in Cecil County, State of Maryland,
described in Exhibit A attached hereto and made a part hereof and all other
property, real and personal, more particularly described in the Maryland Deed
of Trust (the "Maryland Property"), (2) a Deed of Trust, Assignment and
Security Agreement of even date with the Note from The TC-Carlyle Station
Company to Amy S. Owen and Rodney B. Boddie, trustees (the "Virginia Deed of
Trust"), covering that real estate in Prince William County, Commonwealth of
Virginia, described in Exhibit B attached hereto and made a part hereof and all
other property, real and personal, more particularly described in the Virginia
Deed of Trust (the "Virginia Property") and (3) a Mortgage, Assignment and
Security Agreement of even date with the Note from The TC-Christina Mill
Company to the Agent (the "Delaware Mortgage"; the Maryland Deed
<PAGE> 2
of Trust, the Virginia Deed of Trust and the Delaware Mortgage, together with
all modifications thereto, extensions or renewals thereof and substitutions
therefor, being hereinafter collectively referred to as the "Deeds of Trust")
covering that real estate in New Castle County, State of Delaware, described in
Exhibit C attached hereto and made a part hereof and all other property, real
and personal, more particularly described in the Delaware Mortgage (the
"Delaware Property"; the Maryland Property, the Virginia Property and the
Delaware Property being hereinafter collectively referred to as the
"Property").
C. The payment and performance of all of the obligations of the
Borrowers to the Agent under the Loan were unconditionally and irrevocably,
jointly and severally, guaranteed by the Guarantors pursuant to the terms of a
Guaranty of Payment dated August 16, 1995 executed by the Guarantors in favor
of the Agent (such Guaranty of Payment, together with all modifications
thereto, extensions or renewals thereof and substitutions therefor being
hereinafter referred to as the "Guaranty").
D. Pursuant to the terms of a Loan Sale, Servicing and
Intercreditor Agreement dated August 16, 1995, the Agent assigned to Fleet,
without recourse, all of its right, title, interest and estate in and to the
Loan, the Note, the Deed of Trust, the Guaranty and the other Loan Documents
(as hereinafter defined), but retained the right to act as servicing agent for
the benefit of Fleet in accordance with the terms therein more particularly set
forth.
E. The parties hereto have now determined that the definition of
the "Libor Rate" set forth in the Note needs to be clarified and have agreed to
execute and deliver this Agreement to change the definition thereof as
hereinafter more particularly set forth.
AGREEMENTS
----------
NOW, THEREFORE, in consideration of the premises and for the sum of
One Dollar ($1.00) and other good and valuable consideration, the receipt and
sufficiency whereof are hereby acknowledged, the parties hereto, for themselves
and their respective successors and assigns do hereby mutually covenant and
agree as follows:
1. INCORPORATION OF RECITALS. The parties hereto acknowledge and
agree that the recitals hereinabove set forth are true and correct in all
respects and that the same are incorporated herein and made a part hereof.
2. OUTSTANDING OBLIGATIONS. The parties hereto acknowledge and
agree that, as of May 9, 1996, (a) the outstanding principal balance of the
Note is $35,000,000, (b) interest on the unpaid principal balance of the Note
has been paid through
-2-
<PAGE> 3
April 30, 1996, and (c) the unpaid principal balance of the Note, together with
accrued and unpaid interest thereon, is due and owing subject to the terms of
repayment hereinafter set forth, without defense or offset.
3. CONFIRMATION OF LIENS. The Borrowers and the Guarantors
hereby acknowledge and agree that the Property is and shall remain in all
respects subject to the liens, charges and encumbrances of the Deeds of Trust,
subject to the respective terms and conditions set forth therein, and nothing
herein contained, and nothing done pursuant hereto, shall adversely affect or
be construed to adversely affect the liens, charges or encumbrances of, or
warranties of title in, or conveyances effected by the Deeds of Trust, or the
priority thereof over other liens, charges, encumbrances or conveyances, or to
release or adversely affect the liability of any party or parties whomsoever
who may now or hereafter be liable under or on account of the Loan or any of
the Loan Documents, nor shall anything herein contained or done in pursuance
hereof adversely affect or be construed to adversely affect any other security
or instrument held by the Agent as security for or evidence of the indebtedness
evidenced and secured thereby.
4. CONTINUATION OF LOAN TERMS. Except as otherwise expressly set
forth below, the principal balance of the Note outstanding from time to time
shall continue to bear interest and to be repaid on the terms and subject to
the conditions set forth in the Note and the other documents evidencing and
securing the Loan (this Agreement, the Note, the Financing Agreement, the Deeds
of Trust, the Guaranty and all such other documents, whether currently existing
or hereafter executed, and all modifications thereto, extensions or renewals
thereof and substitutions therefor being hereinafter collectively referred to
as the "Loan Documents"). All capitalized terms used but not defined in this
Agreement shall have the meaning given to such terms in the Note.
5. CHANGE IN LIBOR RATE. Effective as of March 1, 1996, the term
"Libor Rate" shall be defined as the per annum rate of interest (rounded
upwards, if necessary, to the nearest 1/100 of 1%) in effect two (2) business
days prior to each Determination Date, at which deposits in United States
Dollars in amounts approximately equal to the outstanding balance of the
Principal Sum and with maturities of thirty (30) calendar days, sixty (60)
calendar days, ninety (90) calendar days, one hundred eighty (180) calendar
days or one (1) year (but not to exceed the maturity of the Note), as selected
by the Borrowers, (each such interest period being hereinafter referred to as
an "Interest Period") are offered in immediately available funds in the London
Interbank Market by leading banks in the Eurodollar market as of 11:00 a.m.
(London time), as published by Telerate News Services under the designation of
"British Banker Association Interest Settlement Rates" or any similar
publication or reporting service
-3-
<PAGE> 4
selected by the Agent from time to time, and as adjusted for Federal Reserve
Board Reserve Requirements and other assessments imposed upon the holder of the
Note from time to time, as more particularly set forth in Section 2(c) of the
Note.
6. RATIFICATION OF GUARANTY. The Guarantors hereby covenant and
agree with the Agent for the benefit of Fleet that the execution of this
Agreement does not and shall not in any manner affect their obligations and
liabilities under the Guaranty and each of the other Loan Documents executed by
them and that the Guaranty and such other Loan Documents remain in full force
and effect, subject to the respective terms and conditions thereof.
7. CONTINUING AGREEMENTS; NO NOVATION. Except as expressly
modified hereby, the parties hereto ratify and confirm each and every provision
of the Note, the Deeds of Trust, the Guaranty and each of the other Loan
Documents as if the same were set forth herein. In the event that any of the
terms and conditions in the Note or in any of the other Loan Documents conflict
in any way with the terms and provisions hereof, the terms and provisions hereof
shall prevail. The parties hereto covenant and agree that the execution of this
Agreement is not intended to and shall not cause or result in a novation with
regard to the Note, the Deeds of Trust, the Guaranty and/or the other Loan
Documents and that the existing indebtedness of the Borrowers evidenced by the
Note is continuing, without interruption, and has not been discharged by a new
agreement.
8. ENTIRE AGREEMENT. NO STATEMENTS, AGREEMENTS OR
REPRESENTATIONS, ORAL OR WRITTEN, WHICH MAY HAVE BEEN MADE TO THE BORROWERS OR
THE GUARANTORS OR TO ANY EMPLOYEE OR AGENT OF THE BORROWERS OR THE GUARANTORS,
EITHER BY THE AGENT OR BY ANY EMPLOYEE, AGENT OR BROKER ACTING ON THE AGENT'S
BEHALF, WITH RESPECT TO THE MODIFICATION OF THE LOAN, SHALL BE OF ANY FORCE OR
EFFECT, EXCEPT TO THE EXTENT STATED IN THIS AGREEMENT, AND ALL PRIOR AGREEMENTS
AND REPRESENTATIONS WITH RESPECT TO THE MODIFICATION OF THE LOAN ARE MERGED
HEREIN.
9. CAPTIONS. The captions herein set forth are for convenience
only and shall not be deemed to define, limit or describe the scope or intent of
this Agreement.
10. GOVERNING LAW. The provisions of this Agreement shall be
construed, interpreted and enforced in accordance with the laws of the State of
Maryland as the same may be in effect from time to time.
11. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, and each such counterpart shall be deemed to be an original. It
shall not be necessary that the signature of, or on behalf of, each party, or
that the signatures of the
-4-
<PAGE> 5
persons required to bind any party, appear on more than one counterpart.
12. TRUST LIABILITY. The Agent hereby acknowledges that the First
Amended and Restated Declaration of Trust of The Town and Country Trust (the
"Trust") dated June 24, 1993, a copy of which is duly filed with the Department
of Assessments and Taxation of the State of Maryland, provides that no trustee,
officer, shareholder, employee or agent of the Trust shall be held to any
personal liability, jointly or severally, for any obligation of or claim against
the Trust. All persons dealing with the Trust in any way shall look only to the
assets of the Trust for the payment of any sum or the performance of any
obligation.
IN WITNESS WHEREOF, the parties have executed this Agreement under
seal as of the date first above written.
<TABLE>
<S> <C>
WITNESS OR ATTEST: THE TC-STONEGATE COMPANY,
a Maryland general partnership
By: THE TC PROPERTY COMPANY II
Managing General Partner
By: THE TC OPERATING LIMITED
PARTNERSHIP, Managing
General Partner
By: THE TOWN AND COUNTRY TRUST
Managing General Partner
/s/ Jennifer C. Munch By /s/ Michael H. Rosen (SEAL)
- ------------------------- ---------------------
Jennifer C. Munch Michael H. Rosen
Executive Vice President
</TABLE>
-5-
<PAGE> 6
<TABLE>
<S> <C>
WITNESS OR ATTEST: THE TC-CARLYLE STATION COMPANY,
a Maryland general partnership
By: THE TC PROPERTY COMPANY II
Managing General Partner
By: THE TC OPERATING LIMITED
PARTNERSHIP, Managing
General Partner
By: THE TOWN AND COUNTRY TRUST
Managing General Partner
/s/ Jennifer C. Munch By /s/ Michael H. Rosen (SEAL)
- ------------------------- ---------------------
Jennifer C. Munch Michael H. Rosen
Executive Vice President
WITNESS OR ATTEST: THE TC-CHRISTINA MILL COMPANY,
a Maryland general partnership
By: THE TC PROPERTY COMPANY II
Managing General Partner
By: THE TC OPERATING LIMITED
PARTNERSHIP, Managing
General Partner
By: THE TOWN AND COUNTRY TRUST
Managing General Partner
/s/ Jennifer C. Munch By /s/ Michael H. Rosen (SEAL)
- ------------------------- ----------------------
Jennifer C. Munch Michael H. Rosen
Executive Vice President
WITNESS: THE TOWN AND COUNTRY TRUST
/s/ Jennifer C. Munch By /s/ Michael H. Rosen (SEAL)
- ------------------------- ----------------------------------
Jennifer C. Munch Michael H. Rosen
Executive Vice President
</TABLE>
-6-
<PAGE> 7
WITNESS: THE TC OPERATING LIMITED PARTNERSHIP
By: The Town and Country Trust
General Partner
/s/ Jennifer C. Munch By /s/ Michael H. Rosen (SEAL)
- ------------------------- ----------------------------
Jennifer C. Munch Michael H. Rosen
Executive Vice President
WITNESS: THE FIRST NATIONAL BANK OF MARYLAND
/s/ Bonnie M. Keeney By /s/ Tari L. Flannery (SEAL)
- ------------------------- ---------------------------------
Bonnie M. Keeney Tari L. Flannery
Vice President
FLEET BANK, as the holder of the Note and the beneficiary under the
Deeds of Trust, hereby consents to the execution and delivery of this Agreement
by the Agent and agrees to the modification of the Loan on the terms and subject
to the conditions herein set forth.
WITNESS: FLEET BANK
/s/ Ronald J. Kasianowicz By /s/ Dennis G. Riley (SEAL)
- ------------------------- ---------------------------------
Ronald J. Kasinaowicz Name: Dennis G. Riley
Vice President Title: Vice President
-7-
<PAGE> 8
STATE OF MARYLAND, CITY OF BALTIMORE, TO WIT:
I HEREBY CERTIFY, that on this 14th day of May, 1996, before me, the
undersigned Notary Public of said State, personally appeared Michael H. Rosen,
who acknowledged himself to be the Executive Vice President of The Town and
Country Trust, a real estate investment trust organized and existing under the
laws of the State of Maryland and managing general partner of The TC Operating
Limited Partnership, a Maryland limited partnership and managing general partner
of The TC Property Company II, a Maryland general partnership and managing
general partner of The TC-Stonegate Company, a Maryland general partnership,
known to me (or satisfactorily proven) to be the person whose name is subscribed
to the within instrument, and acknowledged that he executed the same for the
purposes therein contained as the duly authorized Executive Vice President of
said real estate investment trust by signing the name of the real estate
investment trust by himself as Executive Vice President.
WITNESS my hand and Notarial Seal.
/s/ Pamela J. Tippet
Pamela J. Tippet
-----------------------------
Notary Public
My Commission Expires: February 18, 1997
STATE OF MARYLAND, CITY OF BALTIMORE, TO WIT:
I HEREBY CERTIFY, that on this 14th day of May, 1996, before me, the
undersigned Notary Public of said State, personally appeared Michael H. Rosen,
who acknowledged himself to be the Executive Vice President of The Town and
Country Trust, a real estate investment trust organized and existing under the
laws of the State of Maryland and managing general partner of The TC Operating
Limited Partnership, a Maryland limited partnership and managing general partner
of The TC Property Company II, a Maryland general partnership and managing
general partner of The TC-Carlyle Station Company, a Maryland general
partnership, known to me (or satisfactorily proven) to be the person whose name
is subscribed to the within instrument, and acknowledged that he executed the
same for the purposes therein contained as the duly authorized Executive Vice
President of said real estate investment trust by signing the name of the real
estate investment trust by himself as Executive Vice President.
WITNESS my hand and Notarial Seal.
/s/ Pamela J. Tippet
Pamela J. Tippet
-----------------------------
Notary Public
My Commission Expires: February 18, 1997
-8-
<PAGE> 9
STATE OF MARYLAND, CITY OF BALTIMORE, TO WIT:
I HEREBY CERTIFY, that on this 14th day of May, 1996, before me, the
undersigned Notary Public of said State, personally appeared Michael H. Rosen,
who acknowledged himself to be the Executive Vice President of The Town and
Country Trust, a real estate investment trust organized and existing under the
laws of the State of Maryland and managing general partner of The TC Operating
Limited Partnership, a Maryland limited partnership and managing general partner
of The TC Property Company II, a Maryland general partnership and managing
general partner of The TC-Christina Mill Company, a Maryland general
partnership, known to me (or satisfactorily proven) to be the person whose name
is subscribed to the within instrument, and acknowledged that he executed the
same for the purposes therein contained as the duly authorized Executive Vice
President of said real estate investment trust by signing the name of the real
estate investment trust by himself as Executive Vice President.
WITNESS my hand and Notarial Seal.
/s/ Pamela J. Tippet
Pamela J. Tippet
-----------------------------
Notary Public
My Commission Expires: February 18, 1997
STATE OF MARYLAND, CITY OF BALTIMORE, TO WIT:
I HEREBY CERTIFY, that on this 14th day of May, 1996, before me, the
undersigned Notary Public of said State, personally appeared Michael H. Rosen,
who acknowledged himself to be the Executive Vice President of The Town and
Country Trust, a real estate investment trust organized and existing under the
laws of the State of Maryland, known to me (or satisfactorily proven) to be the
person whose name is subscribed to the within instrument, and acknowledged that
he executed the same for the purposes therein contained as the duly authorized
Executive Vice President of said real estate investment trust by signing the
name of the real estate investment trust by himself as Executive Vice President.
WITNESS my hand and Notarial Seal.
/s/ Pamela J. Tippet
Pamela J. Tippet
-----------------------------
Notary Public
My Commission Expires: February 18, 1997
-9-
<PAGE> 10
STATE OF MARYLAND, CITY OF BALTIMORE, TO WIT:
I HEREBY CERTIFY, that on this 14th day of May, 1996, before me, the
undersigned Notary Public of said State, personally appeared Michael H. Rosen,
who acknowledged himself to be the Executive Vice President of The Town and
Country Trust, a real estate investment trust organized and existing under the
laws of the State of Maryland, and general partner of The TC Operating Limited
Partnership, a Maryland limited partnership, known to me (or satisfactorily
proven) to be the person whose name is subscribed to the within instrument, and
acknowledged that he executed the same for the purposes therein contained as the
duly authorized Executive Vice President of said real estate investment trust by
signing the name of the real estate investment trust by himself as Executive
Vice President.
WITNESS my hand and Notarial Seal.
/s/ Pamela J. Tippet
Pamela J. Tippet
-----------------------------
Notary Public
My Commission Expires: February 18, 1997
STATE OF MARYLAND, CITY OF BALTIMORE, TO WIT:
I HEREBY CERTIFY, that on this 10th day of July, 1996, before me, the
undersigned Notary Public of said State, personally appeared Tari L. Flannery,
who acknowledged herself to be a Vice President of The First National Bank of
Maryland, a national banking association, known to me (or satisfactorily proven)
to be the person whose name is subscribed to the within instrument, and
acknowledged that she executed the same for the purposes therein contained as
the duly authorized Vice President of said Bank by signing the name of the Bank
by herself as Vice President.
WITNESS my hand and Notarial Seal.
/s/ Deborah W. DeManss
-----------------------------
Notary Public
Deborah W. DeManss
My Commission Expires: 3/28/99
-10-
<PAGE> 11
STATE OF NEW YORK, CITY OF BUFFALO, TO WIT:
I HEREBY CERTIFY, that on this 3 day of JULY, 1996, before me, the
undersigned Notary Public of said State, personally appeared DENIS G. RILEY,
who acknowledged himself/herself to be the VICE PRESIDENT of Fleet Bank, a New
York State bank and trust company, known to me (or satisfactorily proven) to be
the person whose name is subscribed to the within instrument, and acknowledged
that he/she executed the same for the purposes therein contained as the duly
authorized VICE PRESIDENT of said Bank by signing the name of the Bank by
himself/herself as VICE PRESIDENT.
WITNESS my hand and Notarial Seal.
CYNTHIA M. WYLEGALA
Notary Public, State of New York
Qualified in Erie County,
My Commission Expires JULY 23, 1998
/s/ Cynthia M. Wylegala
-----------------------------
Notary Public
My Commission Expires:
-11-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE AS OF JUNE 30, 1996 CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 1996, AND
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX-MONTH PERIOD ENDED JUNE 30,
1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 9,595
<SECURITIES> 0
<RECEIVABLES> 1,544
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 13,008
<PP&E> 561,080
<DEPRECIATION> 186,634
<TOTAL-ASSETS> 392,150
<CURRENT-LIABILITIES> 10,545
<BONDS> 289,309
<COMMON> 157
0
0
<OTHER-SE> 79,481
<TOTAL-LIABILITY-AND-EQUITY> 392,150
<SALES> 0
<TOTAL-REVENUES> 45,197
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 32,793
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,945
<INCOME-PRETAX> 2,459
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</TABLE>
