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Exhibit 10.49a
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Dated as of June 30, 2004
MORTGAGE MODIFICATION AGREEMENT
between
HEATHCOTE ASSOCIATES, L.P.,
a New York limited partnership,
Mortgagor,
and
FLEET NATIONAL BANK, as
Administrative Agent for Lenders (as hereinafter defined)
(together with its successors in such capacity, "Mortgagee")
This instrument affects real and personal
property situated at the northeast
corner of Shelbourne Road and Interstate
189 in South Burlington, Vermont.
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RECORD AND
RETURN TO:
Schiff Hardin LLP
623 Fifth Avenue, 28th Floor
New York, New York 10022
Attention: Paul G. Mackey, Esq.
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MORTGAGE MODIFICATION AGREEMENT
MORTGAGE MODIFICATION AGREEMENT dated this 30th day of June,
2004 between HEATHCOTE ASSOCIATES, L.P.
("Mortgagor") and FLEET NATIONAL BANK,
as Administrative Agent ("Mortgagee").
W I T N E S S E T H:
WHEREAS, Mortgagee is now the lawful owner and holder of the
note (collectively, the "Original Note")
secured by that certain Mortgage,
Assignment of Leases and Rents and Security
Agreement from Mortgagor to
Mortgagee dated as of April 16, 2002 and
recorded in the Office of the Suffolk
County Clerk, New York on April 17, 2002 in
Volume 548 at page 267 (the
"Original Mortgage");
WHEREAS, the maximum principal amount which is or under any
contingency may be secured by the Original
Mortgage prior to the effect of this
Mortgage Modification Agreement is
$9,350,000, plus interest thereon and all
additional interest and late payment and
prepayment charges in respect thereof,
plus all amounts expended by Mortgagee
following a default thereunder in respect
of insurance premiums and real estate
taxes, and all legal costs or expenses of
collection of the note(s) secured thereby
or of the defense or prosecution of
the rights and lien created thereby;
WHEREAS, Mortgagee, Mortgagor, RD Abington Associates Limited
Partnership ("Abington Mortgagor"), RD
Methuen Associates Limited Partnership
("Methuen Mortgagor"), RD Branch
Associates, L.P. ("Branch Mortgagor") and
Acadia Town Line, LLC ("Town Line
Mortgagor") have entered into that certain
Amended and Restated Term Loan Agreement
dated as of the date hereof (the
"Amended and Restated Loan Agreement"),
which Amended and Restated Loan
Agreement consolidates the Original Note
with certain other notes and extends,
amends and restates the terms thereof in
their entirety;
WHEREAS, the notes consolidated and modified pursuant to the
Amended and Restated Loan Agreement
evidence a consolidated indebtedness (the
"Consolidated Indebtedness") in the
principal amount of up to $45,900,000 and
Mortgagor and Mortgagee have agreed to
increase the Mortgage Amount of the
Original Mortgage to $45,900,000 in order
that the Original Mortgage, as
modified hereby, shall secure the entire
Consolidated Indebtedness;
WHEREAS, the Original Mortgage is a first priority mortgage
encumbering the property described on
SCHEDULE A attached hereto and made a part
hereof (the "Premises");
WHEREAS, Mortgagor is the lawful owner of the Premises; and
WHEREAS, Mortgagee and Mortgagor have agreed to modify the
terms
of the Original Mortgage in the manner
hereinafter set forth.
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NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein expressed, the parties
hereto covenant and agree as follows:
1. The
definition of the term "Mortgage Amount" in the
Original Mortgage is hereby changed to
$45,900,000 such that the principal
amount secured by the Original Mortgage as
modified hereby is increased to
$45,900,000 or so much thereof as is
advanced and outstanding pursuant to the
terms of the Amende
