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FIRST AMENDMENT OF LOAN AGREEMENT
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<br /> This First Amendment of Loan Agreement (the "Amendment"), made and
<br />entered into as of the first day of December, 1987, between the City of
<br />La~ewood (the "City"), a municipal corporation and political subdivision duly
<br />organized and validly existing under the laws of the State of Ohio, and
<br />La~ewood-Warren-Detroit Partnership, Ltd. (the "Company"), a limited partner-
<br />ship formed and existing under the laws of the State of Ohio, and registered
<br />to transact business in that State, under the following circumstances:
<br />
<br /> A. The City, pursuant to Ordinance No. 116-84 passed December 3,
<br />1984, issued, sold and delivered to MFS Managed High-Yield Municipal Bond
<br />Trust, Boston, Massachusetts (the "Original Purchaser"), its $1,780,000 City
<br />of Lakewood, Ohio, Industrial Development First Mortgage Revenue Bonds
<br />(Detroit/Warren Building Project) dated as of December 1, 1984 (the "Original
<br />Bonds").
<br />
<br /> B. Pursuant to and upon the terms and conditions of a Loan Agree-
<br />ment (the "Original Agreement"), dated as of iDecember 1, 1984, between the
<br />City and the Company, the City loaned to the Company the proceeds received
<br />from the sale of the Original Bonds (the "Loan") to assist in the financing of
<br />the Project,. as defined in the Original Agreement, undertaken by the Company.
<br />The Company agreed to repay the Loan by making certain payments ("Loan Pay-
<br />ments',) to Bank One, Akron, N.A.,~ the trustee (the "Original Trustee,,) under
<br />the Trust Indenture between the City and the Original Trustee dated as of
<br />December 1, 1984 (the "Original Indenture") pursuant to the Original Agreement
<br />and the promissory note (the "Original Note") between the Company and the
<br />Original Trustee dated as of December 1, 1984..
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<br /> C. As a result of certain economic difficulties encountered by the
<br />Company in connection with the operation of the Project affecting the Com-
<br />pany's ability to make Loan Payments in the amounts and at the times required
<br />by the Original Agreement and the Original Note, the Company desires to amend
<br />the Original Agreement at the request, and with the written consent of, the
<br />Original Purchaser and MFS Municipal Income Trust, as the current owners of
<br />the entire outstandin§ principal amount of the Original Bonds (the "Holders").
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<br /> D. Upon the request of the Company and the Holders, the Council of
<br />the City passed Ordinance No. 87-88 on February 1, 1988, authorizing, among
<br />other things, the execution and delivery by its appropriate officers of this
<br />Amendment.
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<br /> E. The Holders, pursuant to Section 8.6 of the Original Agreement
<br />and Section 11.02 of the Indenture, have given their written consent to this
<br />First Amendment.
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<br /> NOW, T~EREFORE, in consideration of the premises and the representa-
<br />tions and agreements hereinafter contained, and for other good and valuable
<br />consideration receipt of which is hereby acknowledged, the parties hereto
<br />agree and covenant as follows:
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