advance in the amount of
, (the "First Advance").
D.
Textron and Borrower now wish to enter into this Loan Agreement,
inter alia, to set forth the terms and conditions upon which Textron will make
Advances of the Loan to Borrower after the First Advance.
NOW, THEREFORE, for and in consideration of the promises and covenants herein
contained, as well as the sum of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt, adequacy and sufficiency of which are
hereby acknowledged by the parties hereto, Textron and Borrower agree as
follows:
1.
REVOLVING LOAN AND AGREEMENT TO ADVANCE. SUBJECT TO THE TERMS
HEREOF, ALL OR PART OF THE PRINCIPAL AMOUNT EVIDENCED BY THE REVOLVING NOTE MAY
BE BORROWED (AND TO THE EXTENT ANY PRINCIPAL AMOUNT ADVANCED IS REPAID BY
BORROWER, SUCH SUM MAY BE BORROWED AGAIN) PRIOR TO THE MATURITY DATE HEREOF, BUT
ONLY IN ACCORDANCE WITH THIS LOAN AGREEMENT AND ONLY IF BORROWER IS NOT IN
DEFAULT UNDER THE REVOLVING NOTE OR ANY OF THE OTHER DOCUMENTS SECURING OR
EXECUTED IN CONNECTION WITH THE REVOLVING NOTE. AT NO TIME HOWEVER, SHALL THE
OUTSTANDING PRINCIPAL BALANCE AT ANY POINT IN TIME UNDER THIS REVOLVING NOTE
EXCEED THE FOUR MILLION TWO HUNDRED THOUSAND AND 00/100 DOLLARS ($4,200,000.00);
PROVIDED, FURTHERMORE, UNDER NO CIRCUMSTANCE SHALL THE OUTSTANDING PRINCIPAL
BALANCE AT ANY TIME EXCEED THE AMOUNT PERMITTED UNDER THIS LOAN AGREEMENT. UPON
THE WRITTEN REQUEST OF BORROWER, AND UPON THE SATISFACTION OF EACH OF THE
CONDITIONS HEREAFTER SET FORTH, TEXTRON AGREES TO ADVANCE TO BORROWER ADDITIONAL
ADVANCES OF THE LOAN IN EXCESS OF THE FIRST ADVANCE (EACH A "REVOLVER ADVANCE"
AND, COLLECTIVELY THE "REVOLVER ADVANCES", WITH THE FIRST ADVANCE AND REVOLVER
ADVANCES BEING COLLECTIVELY REFERRED TO AS THE "ADVANCES") IN AN AMOUNT EQUAL TO
AT LEAST ONE HUNDRED THOUSAND DOLLARS ($100,000.00) PER ADVANCE (UNLESS LESS
THAN ONE HUNDRED THOUSAND DOLLARS ($100,000.00) REMAINS TO BE ADVANCED, IN WHICH
EVENT A LESSER AMOUNT EQUAL TO THE REMAINING AMOUNT MAY BE ADVANCED), UNTIL THE
AGGREGATE OF THE FIRST ADVANCE AND THE REVOLVER ADVANCES OUTSTANDING AT ANY TIME
TOTALS FOUR MILLION TWO HUNDRED THOUSAND AND 00/100 DOLLARS ($4,200,000.00).
2.
REVOLVER ADVANCES.
TEXTRON'S OBLIGATION TO FUND ANY REVOLVER
ADVANCE(S) SHALL BE CONDITIONED UPON THE SATISFACTION OF EACH OF THE FOLLOWING
CONDITIONS PRECEDENT WITH RESPECT TO EACH REVOLVER ADVANCE:
(A)
BORROWER SHALL DELIVER TO TEXTRON A COMPLIANCE CERTIFICATE IN FORM
AND CONTENT ATTACHED HERETO AS EXHIBIT A, SIGNED BY A DULY AUTHORIZED CORPORATE
OFFICER OF BORROWER, CERTIFYING THAT THE INFORMATION AND STATEMENTS THEREIN ARE
TRUE AND CORRECT.
(B)
BORROWER SHALL HAVE PROVIDED EVIDENCE SATISFACTORY TO TEXTRON THAT
(X) GROSS REVENUES ATTRIBUTABLE TO THE PROPERTY FOR THE MOST RECENT TWELVE (12)
MONTH PERIOD HAVE NOT DECREASED FROM GROSS REVENUES FROM ANY PRIOR TWELVE (12)
MONTH PERIOD BY THIRTY PERCENT (30%) OR MORE AND (Y) NET OPERATING INCOME
ATTRIBUTABLE TO THE REAL PROPERTY DURING THE MOST RECENT TWELVE (12) MONTH
PERIOD HAS NOT DECREASED FROM NET OPERATING INCOME FOR ANY PRIOR TWELVE (12)
MONTH PERIOD BY TWENTY PERCENT (20%) OR