PACESETTER/RAMAPO ASSOCIATES,
Maker,
and
M&T REAL ESTATE, INC.,
Holder,
MORTGAGE AND NOTE MODIFICATION AGREEMENT
Dated as of February 27, 1998
This instrument affects real and personal property situated in the State of New
York, in Section 4, Lot 13Fl on the Tax Map of The Town of Ramapo, Rockland
County, known as the Pacesetter Shopping Center, 1581 Route 202, Pomona, New
York 10970
RECORD AND RETURN TO:
KRASHES, ROSS, GESS & BROWN
Attorneys at Law
52 South Main Street
Spring Valley, NY 10977
MORTGAGE AND
NOTE-MODIFICATION AGREEMENT
THIS MORTGAGE AND NOTE MODIFICATION AGREEMENT (this "Agreement") dated as
of the 27th day of February 1998, between M&T RF-AL ESTATE, INC., a New York
corporation having its chief executive office at One Fountain Plaza, Buffalo,
New York 142032399 ("Holder"), and PACESETTER/RAMAPO ASSOCIATES, a New York
limited partnership having its office at 1281 East Main Street, Stamford,
Connecticut 06902 ("Maker").
WHEREAS, Holder made a loan (the "Loan") to Maker in the amount of
$4,900,000.00 as evidenced by a Mortgage Note dated February 21,1997 made by
Maker in Favor of Holder (the "Note"); and
WHEREAS, the Note is secured by the mortgages described on the Schedule of
Mortgages attached hereto and made a part hereof (collectively, the "Mortgage")
, encumbering those premises as described on Exhibit A attached hereto and made
a part hereof; and
WHEREAS, Holder and Maker have agreed to modify and amend the terms of the
Note and the mortgage in the manner hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants herein set forth
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Holder and Maker agree as follows:
1. The outstanding principal balance of the Note as of the date hereof
is FOUR MILLION EIGHT HUNDRED SEVEN THOUSAND SEVEN HUNDRED FORTY ONE AND 79/100
($4,807,741.79).
2. The Note is hereby modified and amended as follows:
a. On page one of the Note, in the provision which is
captioned "Term," the word "six" is deleted and the word "one' is substituted
therefore and the words "March 1, 2003 are deleted and the words "March 1, 1999
are substituted therefore.
b. On page one of the Note, the provision which is captioned
"Interest" is deleted (as is the corresponding addendum provision 1) in its
entirety and the provision captioned "Repayment of Principal and Interest" is
deleted in its entirety, and the following provisions are substituted therefor:
REPAYMENT OF PRINCIPAL AND INTEREST
Maker shall pay the principal sum and interest owing to Holder, its successors
and/or assigns, in installments as follows:
(1) By the payment On March 1 , 1998 of $30,692.09 representing the
installment of interest equal in amount to the interest on the unpaid
principal balance from February 1, 1998 to the date of this Agreement
at the fixed rate of 8.2%, plus the installment of interest equal in
amount to the interest which will accrue at the fixed rate of 8.18% per
annum during the period beginning on the date of this Agreement and
ending on the last calendar day of February, 1998
(2) 11 consecutive level monthly payments consisting of both principal and
interest at the fixed rate of 8.18% per annum, with principal amortized
over a period of twenty years, each installment of principal and
interest being in the amount of $40,754.13, shall become due and
payable on the 1st day of each month commencing on April 1, 1998, and
one final installment of principal, interest and expenses to become due
on the 1st day of March, 1999 (the "Maturity Date").
The amount due on the Maturity Date will be equal to the total of the
outstanding unpaid principal sum and all accrued and unpaid interest, premiums,
late charges, if any, and all other amounts owing pursuant to the Note and the
Mortgage.
Maker may extend the Maturity Date each year at maturity for one, two,
three or four additional years from the original Maturity Date set forth above,
provided the Maturity Date may not be extended beyond March 1, 2003, pursuant to
this subparagraph (b). The interest rate during any extended period will be set
two business days prior to any extension date, as follows:
EXTENSION TERM RATE
One year 275 basis points over the 1 year Treasury Bill rate
in effect two business days prior to maturity.
Two years 275 basis points over the 2 year Treasury Bill rate
in effect two business days prior to maturity.
Three years 275 basis points over the 3 year Treasury Bill rate
in effect two business days prior to maturity.
Four years 275 basis points over the 4 year Treasury Bill rate
in effect two business days prior to maturity.
The monthly payment for principal and interest during any Extension Term
will be calculated using the principal balance remaining to be paid over the
remaining portion of the original twenty year amortization period.
c. The provision on page one of the Note captioned
"Prepayment" is deleted (as is the first paragraph of the corresponding addendum
provision 3) and the following is substituted therefore:
PREPAYMENT PRIVILEGES:
Maker may prepay the unpaid principal balance at any time in whole or in
part upon payment of a prepayment penalty equal to 1% of the principal amount
prepaid during the first one year term hereof.
If the loan is extended for one year terms set forth herein the prepayment
penalty during any such one year extension periods shall be 1% of the principal
amount prepaid.
If the loan is extended for either two, three or four year terms, the
prepayment penalty will match the number of years remaining to the new Maturity
Date. For example, two years: 2% during the first year and 1% during the second
year. Three years: 3% during the 1st year, 2% during the second and 1% during
the third year. Four years: 4% during the first year, 3% during the second year,
2% during the third year and 1% during the fourth year.
Notwithstanding the foregoing there shall be no prepayment charge during the
last 60 days of any extended term.
3 . Wherever in the Note or the Mortgage or any other documents
evidencing or securing the Loan, reference is made to "the Note" or "the
Mortgage", the same shall mean (and the definitions thereof are amended to be)
the Note and the Mortgage as modified and amended by this Agreement and as the
same may hereafter be modified, amended, renewed or substituted from time to
time.
4. To the extent any terms of the Note or the Mortgage are inconsistent
with any of the provisions of this Agreement, the provisions of this Agreement
shall control and govern, and such inconsistent Note or Mortgage terms shall be
deemed modified to conform to the provisions hereof.
5. Except as herein expressly modified and amended, all of the terms
covenants and conditions of the Note and the Mortgage shall remain unmodified
and in full force and effect.
6. This Agreement shall be binding on, and inure to the benefit of,
Maker and Holder and their respective successors and assigns.
7. The party of the first part's recourse for the satisfaction of the
obligations and liabilities of the party of the second part under this Agreement
and any other documents evidencing or securing the loan will be limited solely
to the party of the second part's interest in the real property and any
structures thereon and neither the party of the second part nor its partners
will have any personal liability under this Agreement or any other loan
documents.
IN WITNESS WHEREOF, Holder and Maker have duly executed this Agreement as
of the date first written above.
M & T REAL ESTATE, INC.
BY: MANUFACTURERS AND TRADERS TRUST
COMPANY,
Attorney in Fact
By:____________________________
JILL E. SODERHOLM
Vice President
PACESETTER/RAMAPO ASSOCIATES,
A NEW YORK LIMITED PARTNERSHIP
By: AmCap, Incorporated,
General Partner
By:____________________________
STEVEN BOLLERMAN,
Treasurer
STATE OF NEW YORK )
SS.
COUNTY OF WESTCHESTER)
On this 27th day of February, 1998 before me personally came JILL E. SODERHOLM,
to me known who, being by me duly sworn, did depose and say that she resides at
707 Westchester Avenue, White Plains, NY; that she is a Vice President of
Manufacturers and Traders Company, Attorney-In-Fact for M&T REAL ESTATE, INC.,
by virtue of a Power of Attorney recorded in the Rockland County Clerk's Office
in Book 751 at Page 3811 on October 5, 1995 which is the corporation described
in and which executed the foregoing instrument; and that she signed her name by
order of directors of said corporation
BERTRAM P. KRASHES
Notary Public. State of New York
No. 2194220
Qualified in Rockland County
Commission Expires February 28, 1998
STATE OF NEW YORK )
)SS:
COUNTY OF WESTCHESTER)
On the 27th day of February, 1998 before me personally came STEVEN
BOLLERMAN, to me known, who, being by me duly sworn, did depose and say that he
resides at 1281 East Main Street, Stamford, Connecticut; that he is the
Treasurer of AmCap, Incorporated, the corporation described in and which
executed the foregoing instrument as general partner of PACESETTER/RAMAPO
ASSOCIATES, the partnership named in the foregoing instrument; that he signed
his name thereto by authority of the board of directors of said corporation; and
that he executed such instrument as the act and deed of, and on behalf of, said
partnership acting through its corporate general partner.
BERTRAM P. KRASHES
Notary Public. State of New York
No. 2194220
Qualified in Rockland County
Commission Expires February 28, 1998
SCHEDULE OF MORTGAGES
MORTGAGE (1) Mortgage made by PACESETTER BANK SHOPPING CENTER, to UNITED
JERSEY BA.NY,/NORTHWEST in the principal amount of
$2,300,000.00 dated June 22, 1976 and recorded in the Rockland
County Clerk's Office in Liber 1117 of Mortgages at Page 945
on June 22, 1976 and on which mortgage there was paid mortgage
tax in the amount of $17,250.00, and
which mortgage (1) was assigned by UNITED JERSEY
BANK/NORTHWEST to THE HOWARD SAVINGS BANK by Assignment of
Mortgage dated January 18, 1978 recorded in the Rockland
County Clerk's Office in Liber 1157 of Mortgages at Page 70 on
February 21, 1978, and
MORTGAGE (2) Mortgage made by PACESETTER PARK SHOPPING CENTER, INC. to THE
HOWARD SAVINGS BANK in the principal amount of $400,000.00
dated February 15, 1978 and recorded in the Rockland County
Clerk's office in Liber 1157 of Mortgages at Page 65 on
February 21, 1978, and on which mortgage there was paid
mortgage tax in the amount of $4,000.00, and
which mortgages (1) and (2) were modified by a Mortgage
Modification Agreement made by THE HOWARD SAVINGS BANK with
AGRIPPINA PROPERTY, INC., dated December 10, 1980 and recorded
in the Rockland County Clerk's Office in Liber 1243 of
Mortgages at Page 537 an January 22, 1981, and
which mortgages (1) and (2) were thereafter assigned by THE
HOWARD SAVINGS BANK to THE TRUSTEES OF MELLON PARTICIPATING
MORTGAGE TRUST COMMERCIAL PROPERTIES SERIES 85/10 by
Assignment of Mortgage dated December 30, 1985 recorded in the
Rockland County Clerk's Office in Book 126 of Land Records at
Page 2692 an January 2, 1986, and
MORTGAGE (3) Mortgage made by PACESETTER/RAMAPO ASSOCIATES, A NEW YORK
LIMITED PARTNERSHIP, BORROWER, AMCAP INCORPORATED, A NEW
JERSEY CORPORATION, OWNER, TO THE TRUSTEES OF MELLON
PARTICIPATING MORTGAGE TRUST COMMERCIAL PROPERTIES SERIES
85/10 in the principal amount of $1,696,241.02 dated December
27, 1985 recorded in the Rockland County Clerk's Office in
Book 126 of Land Records at Page 2697 an January 2, 1986, and
on which mortgage there was paid mortgage tax of.$16,962.00,
and
which mortgages (1) (2) and (3) were consolidated and spread
by Agreement of Spreader, Consolidation and Modification of
Mortgage and Note in the principal amount of $4,200,000.00
made between PACESETTER/RAMAPO ASSOCIATES, AMCAP INCORPORATED,
and THE TRUSTEES OF MELLON PARTICIPATING MORTGAGE TRUST
COMMERCIAL PROPERTIES SERIES 85/10 dated December 27, 1985 and
recorded in the Rockland County Clerk's office in Book 126 of
Land Records at Page 2709 on January 2, 1986, as amended by
First Amendment to Agreement of Spreader, Consolidation and
Modification of Mortgage and Note dated August 25, 1993
recorded in the Rockland County Clerk's Office on September
27, 1993 in Book 643 of Land Records at Page 2029, and Second
Amendment to Agreement of Spreader, Consolidation and
Modification of Mortgage dated August 3, 1995 and recorded in
the Rockland County Clerk's Office in book 748 of Land Records
at Page 400 on August 8, 1995, and
which mortgages (1) (2) and (3) were further assigned by THE
TRUSTEES OF MELLON PARTICIPATING MORTGAGE TRUST COMMERCIAL
PROPERTIES SERIES 85/10 to SCHNITTMAN & SCHNITTMAN by
Assignment and Assumption of Mortgage, Assignment of Leases,
and Note, dated August 3, 1995 and recorded in the Rockland
County Clerk's office in Book 748 of Land Records at Page 411
on August 8, 1995, and
which mortgages (1) (2) and (3) were further assigned by
SCHNITTMAN & SCHNITTMAN to M&T REAL ESTATE, INC. by Assignment
of Mortgage dated February 14, 1997, and recorded in the
Rockland County Clerk's office on March 12, 1997 as Instrument
Number 1997-00009746, and
MORTGAGE (4) Mortgage made by PACESETTER/RAMAPO ASSOCIATES to M&T REAL
ESTATE, INC. in the principal amount of $700,000.00 dated
February 21, 1997 and recorded in the Rockland County Clerk's
Office on March 12, 1997 as Instrument Number 1997-00009680
and on which mortgage there was paid mortgage tax of
$7,.000.00, and
which mortgages (1) (2) (3) and (4) were consolidated into a
single first mortgage lien in the consolidated principal
amount of $4,900,000.00 by Consolidation, Modification and
Extension Agreement between M&T REAL ESTATE, INC. and
PACESETTER/RAMAPO ASSOCIATES dated February 21, 1997 recorded
in the Rockland County Clerk's office on March 12, 1997 as
Instrument Number 199700009694
SCHEDULE "A"
All that certain plot, piece or parcel of land situate, lying and being in the
Town of Ramapo, County of Rockland and State of New York;
BEGINNING at a point on the southerly side of Route 202 (New York State Highway
#1448), said point being the northwesterly corner of the premises, the
northeasterly corner of land now or formerly of Broadcast construction Corp. ,
and said point lying easterly 1673.53 feet from the easterly right of way line
of Camp Hill Road and said point lying distant westerly 441.50 feet from New
York State Highway monument; and
RUNNING THENCE 1) along the southerly side of Route 202 (New York State 14ighway
tl448) in an easterly direction the following two (2) courses and distances:
a. North 78 degrees 381 5511 East 441.50 feet to a New York State Highway
monument;
THENCE
b. North 78 degrees ill 3511 East 279-01 feet to the northeasterly corner of
the premises and to the northwesterly corner of other lands now or formerly
of Kanaje corporation;
THENCE 2) South 11 degrees 481 2511 East 140.00 feet along the westerly line of
other premises of said Kanaje Corporation; to the southeasterly corner of the
premises;
THENCE 3) North 78 degrees 111 3511 East, along the southerly line of said other
lands of Kanaje corporation, 86.35 feet to the northwesterly corner of lands
occupied by a Pomona Post Office;
THENCE 4) South 11 degrees 481 2511 East along the westerly line of said Post
Office and other lands of Kanaje corporation 490.00 feet to the southeasterly
corner of the premises;
5) South 78 degrees 111 3511 West along the southerly line of the premises and
the northerly line of other lands of Kanaje Corporation; 649.56 feet to the '
southwesterly corner of the premises and to a point in the easterly line of
lands now or formerly of Broadcast Construction Corp.;
THENCE 6) Northerly along the westerly line of the premises and the easterly
line of lands now or formerly of Broadcast Construction Corp., the following
four (4) courses and distances:
a) North 12 degrees 231 4511 East 111.15 feet to a point;
THENCE b) North 32 degrees 361 1511 West 231.96 feet to a point;
THENCE c) North 77 degrees 361 1511 West 210.98 feet to a point;
THENCE d) North 5 degrees 381 5811 East 239.83 feet to the southerly -side of
Route 202 (New York State Highway #1448) the northwesterly corner of the
premises the northeasterly corner of lands now or formerly of Broadcast
Construction Corp., and the point or place of BEGINNING.
TOGETHER WITH THE BENEFITS and SUBJECT TO THE BURDENS OF:
1) Easement #2 - Easement to benefit property of Pacesetter Park Shopping
Center, Inc. (Area = 118 S. F. or 0.003 Acres)
2) Easement #3 - Easement to benefit property of Pacesetter Park Shopping
Center, Inc. (Area = 86 S. F. or 0.002 Acres)
3) Easement #4 - Fifteen (15) foot wide Utility Easement through lands of
Kanaje Corp. (Area - 1402 S. F. or 0.032 Acres)
4) Easement #5 - Twenty (20) foot Storm Drain Easement to benefit property of
Pacesetter Park Shopping Center, Inc. (Area = 2434 S. F. or 0.056 Acres)
NOTE: The above recited easements are as shown on a certain survey made by
Atzl & Scatassa Associates P.C. dated 9-29-76 and last updated by the
surveyor on 1-30-78.