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EXHIBIT 10.3
Loan No: 158186-01
NOTE
$170,588.00
August 25, 2000
FOR VALUE RECEIVED, the undersigned, RAMCO-GERSHENSON PROPERTIES, L.P.,
A DELAWARE LIMITED PARTNERSHIP, whose address is 27600 NORTHWESTERN HIGHWAY,
SUITE 200, SOUTHFIELD, MICHIGAN 48034("Maker"), promises to pay to the order of
LINCOLN NATIONAL HEALTH & CASUALTY INSURANCE COMPANY, AN INDIANA CORPORATION
("Holder"), the principal sum of ONE HUNDRED SEVENTY THOUSAND FIVE HUNDRED
EIGHTY-EIGHT DOLLARS AND NO CENTS($170,588.00), with interest from date as
hereinafter provided, both principal and interest payable c/o Lincoln Investment
Management, Inc., 200 East Berry Street, P.O. Box 2390, Fort Wayne, Indiana
46802, Attention Loan Servicing, Loan No. 158186-01, or at such other place as
the Holder or this Note may designate from time to time.
1. As used in this Note, the term "Maker" shall include the successors
and assigns of the person or entity executing this Note, and the term "Holder"
shall include the successors and assigns of HOLDER.
2. All payments, both of interest and principal, shall be paid in
lawful money of the United States.
3. Until directed otherwise in writing by the Holder or as otherwise
provided below, all payments under this Note shall be made by Electronic Fund
Transfer debit entries to the Maker's account at an Automated Clearing House
("ACH") member bank. Each payment shall be initiated by the Holder (or, at
Holder's option, by its loan servicing agent AT NO COST TO BORROWER) through the
ACH Network for settlement on the respective due dates. Prior to each payment
due date, the Maker shall deposit and/or maintain sufficient funds in its
account to cover each debit entry. Notwithstanding the foregoing, the failure,
for whatever reason, of the Electronic Funds Transfer debit entry transaction to
be timely completed shall not relieve the Maker from its obligations to promptly
and timely make all payments called for under this Note when due and to comply
with Maker's other obligations hereunder.
4. This obligation shall bear interest from the date hereof at the rate
of EIGHT AND 81/100 PERCENT (8.81%) per annum based on a 360-day year (the
"Interest Rate") until maturity. PAYMENTS OF interest from the date hereof
through the next occurring TENTH (10TH) day or the month shall be paid on
September 8, 2000 by wire transfer of federal funds to Holder. Monthly
installments of ONE THOUSAND FOUR HUNDRED NINE DOLLARS AND FORTY-FOUR CENTS
($1,409.44) each shall become due beginning on October 10, 2000, and a like sum
on the TENTH (10TH) day of each consecutive month thereafter (provided, however,
in the event the tenth (10th) day of the month is a Saturday, a Sunday, or a
legal holiday, payment shall be due on the immediately preceding business day).
On JANUARY 10, 2006 (the "Original Maturity Date"), the entire principal balance
and accrued interest then owing shall become immediately due and payable; it is
acknowledged by Maker, however, that the foregoing payments will not fully
amortize the entire principal sum payable hereunder and that, accordingly, the
payment due on JANUARY 10, 2006, will be a "balloon" payment which is
substantially larger in amount than those preceding the same. Each monthly
payment shall be credited first toward sums other than interest and principal
due Holder under this Note, the Mortgage, or the Collateral Loan Documents (as
hereinafter defined), then toward all interest then due, and then, subject to
any provisions hereof prohibiting, restricting or conditioning prepayment of
principal, any amounts remaining shall be credited to reduce the amount of the
principal then outstanding.
5. This Note is secured by an AMENDED, RESTATED AND CONSOLIDATED
MORTGAGE (the "Mortgage") dated of even date herewith, in favor of THE LINCOLN
NATIONAL LIFE INSURANCE COMPANY, AN INDIANA CORPORATION ("LINCOLN"),
INDIVIDUALLY, AND AS AGENT FOR HOLDER (COLLECTIVELY, "LENDER"), for the benefit
of Holder, encumbering, among other things, certain real estate and other
property more particularly described in Exhibit A attached thereto and made a
part thereof (the "Premises"). This Note shall be governed by and construed in
accordance with the laws of MICHIGAN.
6. At the option of the Holder of this Note, the entire principal
balance and accrued interest owing hereon shall at once become due and payable
without notice or demand upon the occurrence at any time of any of the following
events, (hereinafter sometimes referred to as a "Default") AND CONTINUANCE OF
SUCH DEFAULT BEYOND ANY PERIOD WHICH CURE IS EXPRESSLY PERMITTED IN THIS NOTE,
THE MORTGAGE OR THE COLLATERAL LOAN DOCUMENTS (AS HEREINAFTER DEFINED):
(a) Default in the payment of any installment of principal or interest
due hereunder on the date such payment shall be due and payable under the terms
of this Note or the failure to pay any other sum of money due under this Note
(time is of the essence of this Note), the Mortgage, or any other agreement or
instrument securing or pertaining to this Note or the indebtedness evidenced
hereby, including but not limited to that certain Loan Agreement DATED DECEMBER
17, 1997, AS AMENDED BY THAT CERTAIN AMENDMENT TO LOAN DOCUMENTS DATED of even
date herewith (THE "LOAN AGREEMENT") by and between Maker and LENDER and the
Commitment and the Environmental Indemnity Agreements (as defined in the Loan
Agreement) (such other agreements and instruments being collectively referred to
herein as the "Collateral Loan Documents"), on the date such sum of money is due
and payable;
(b) The occurrence of any Default, other than a Default under Section
(a) above, under this Note, the Mortgage, or any of the Collateral Loan
Documents; or
(c) The filing by or against the Maker of this Note, or any guarantor
or surety of the payment of the indebtedness evidenced by this Note, of a
proceeding in bankruptcy or arrangement or reorganization pursuant to the
Federal Bankruptcy Code or any similar law, federal or state, including but not
limited to:
(i) Maker or any guarantor or surety shall file a voluntary
petition in bankruptcy or shall be adjudicated a bankrupt or insolvent, or shall
file any petition or answer seeking or acquiescing in any reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief for itself under any present or future federal, state or other statute,
law or regulation relating to bankruptcy, insolvency or other relief for
debtors, or shall seek or consent to or acquiesce in the appointment of any
trustee, receiver or liquidator of Maker or any such guarantor or surety or of
all or any part of the Premises or of all or any of the royalties, revenues,
rents, issues or profits thereof, or shall make any general assignment for the
benefit of creditors, or shall admit in writing its inability to pay or shall
fail to pay its debts generally as they become due; or
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(ii) A court of competent jurisdiction shall enter an order,
judgment or decree approving a petition filed against Maker or any guarantor or
surety seeking any reorganization. dissolution or similar relief under any
present or future federal, state or other statute, law or regulation relating to
bankruptcy, insolvency or other relief for debtors, or Maker or any guarantor or
surety shall be the subject of an order for relief entered by such a court, and
such order, judgment or decree shall remain unvacated or unstayed for an
aggregate of sixty (60) days (whether or not consecutive) from the first date of
entry thereof, or any trustee, receiver, custodian or liquidator of Maker or any
guarantor or surety or of all or any part of the Premises or of any or all of
the royalties, revenues, rents, issues or profits thereof shall be appointed
without the consent or acquiescence of Maker or any such guarantor or surety and
such appointment shall remain unvacated and unstayed for an aggregate of sixty
(60) days (whether or not consecutive).
7. All installments of interest and the principal, or any portion
thereof, not paid when due, if permitted by applicable law, shall bear interest
at a rate equal to the lesser of four percent (4%) in excess of the Interest
Rate or the Highest Lawful Rate (as hereinafter defined) (the "Default Rate").
During the existence of any Default hereunder, under the Mortgage or under the
Collateral Loan Documents, the entire unpaid balance hereunder shall, at the
option of the Holder hereof, bear interest at the Default Rate.
8. Except as may otherwise be expressly set forth herein, Maker and all
other parties now or hereafter liable for payment hereof, whether as guarantor,
surety or otherwise, severally waive demand, presentment, notice of dishonor,
notice of Default, notice of intent to accelerate, diligence in collecting,
grace, notice and protest, and consent to all extensions which from time to time
may be granted by the Holder hereof and to all partial payments hereon, whether
before or after maturity.
9. Without prejudice to any other provision herein, if permitted by
applicable law the Holder hereof may collect a late charge equal to four percent
(4%) of any installment not paid under the terms of this Note and of any payment
to be made under the Mortgage or any of the Collateral Loan Documents securing
same if said installment or payment is not paid when due, to cover the extra
expense in handling delinquent payments; provided that such late charge shall
not, itself or together with other interest to be paid on the indebtedness
evidenced by this Note or indebtedness arising under the Mortgage or under the
Collateral Loan Documents, exceed the Highest Lawful Rate. Late charges shall
not be payable on installments or payments which would have fallen due after
acceleration upon Default, unless the Holder hereof later waives such
acceleration and accepts payment of all principal then due with accrued interest
at the Default Rate. Said fee or late charge shall be added to and become a part
of the next succeeding monthly payment as required hereunder, or, at Holder's
option, may be deducted from that portion of the installment applicable to the
reserve for future tax and insurance payments, if such a reserve is maintained,
or become part of the indebtedness evidenced by this Note. SAID LATE CHARGE
SHALL NOT APPLY TO THE PAYMENT DUE ON THE ORIGINAL MATURITY DATE IF SUCH PAYMENT
IS RECEIVED NO LATER THAN JANUARY 17,2006.
10. If this Note is not paid when due, whether at maturity or by
acceleration, or if it is collected through a bankruptcy, probate or other court
proceeding, or if this Note, the Mortgage, or any Collateral Loan Document is
otherwise placed in the hands of an attorney for collection or enforcement,
whether before or after maturity of this Note, or if Holder OR LINCOLN shall be
made a party to any litigation merely because of the existence of this Note, the
Mortgage, or any Collateral Loan Document, Maker agrees to pay all costs
incurred by Holder OR LINCOLN in connection with this Note, the Mortgage, or the
Collateral Loan Documents, including, but not limited to, reasonable attorneys'
fees, and all other costs and expenses associated with court and/or
administrative proceedings through the appellate level, costs of title search,
environmental assessments and studies, continuation of abstract(s) and
preparation of survey, and costs incurred by reason of any action, suit,
proceeding, hearing, motion or application before any court or administrative
body in which the Holder OR LINCOLN may be or become a party by reason of this
Note, the Mortgage, or any Collateral Loan Document, including but not limited
to condemnation. bankruptcy, and administrative proceedings, as well as any
other of the foregoing where a proof of claim is by law required to be filed, or
in which it becomes necessary to defend or uphold the terms of this Note, the
Mortgage, or any Collateral Loan Documents.
11. Regardless of any provision contained in this Note, the Mortgage,
or the Collateral Loan Documents, the Holder hereof shall never be entitled to
receive, collect or apply as interest on this Note, any amount in excess of the
Highest Lawful Rate (as hereinafter defined) and, in the event the Holder hereof
ever receives, collects or applies as interest any such excess, such amount
which would be excessive interest shall be deemed a partial prepayment of
principal and treated under this Note as such AND SUCH PREPAYMENT SHALL NOT BE
SUBJECT TO ANY PREPAYMENT PREMIUM; and, if the principal of this Note is paid
in full, any remaining excess shall forthwith be paid to Maker. In furtherance
of the foregoing, Holder and Maker stipulate and agree that none of the terms
and provisions contained in this Note, the Mortgage or any Collateral Loan
Document shall ever be construed to create a contract to pay interest at a rate
in excess of the Highest Lawful Rate. In determining whether or not the interest
paid or payable, under any specific contingency, exceeds the Highest Lawful
Rate, Maker and the Holder hereof shall, to the maximum extent permitted under
applicable law, (i) characterize any nonprincipal payment as an expense, fee or
premium rather than as interest, (ii) exclude voluntary prepayments and the
effects thereof, and (iii) amortize, prorate, allocate and spread, in equal
parts, the total amount of interest throughout the entire contemplated term of
this Note so that the interest rate is uniform throughout the entire term
thereof; provided that if this Note is paid and performed in full prior to the
end of the full contemplated term thereof, and if the interest received would
exceed the Highest Lawful Rate, then Holder shall refund to Maker the amount of
such excess or credit the amount of such excess against the principal of this
Note, and, in such event, the Holder shall not be subject to any penalties
provided by law for contracting for, charging or receiving interest in excess of
the Highest Lawful Rate. "Highest Lawful Rate" shall mean the maximum rate of
interest which Holder hereof is allowed to contract for, charge, take, reserve
or receive under applicable law after taking into account, to the extent
required by applicable law, any and all relevant payments or charges under this
Note, the Mortgage, or any of the Collateral Loan Documents. The term
"applicable law" as used herein shall mean the laws of MICHIGAN or the laws of
the United States, whichever laws allow the greater rate of interest, as such
laws now exist or may be changed or amended or come into effect in the future.
12. No prepayments of the indebtedness hereunder shall be permitted,
this Note being closed to prepayment, EXCEPT AS EXPRESSLY PERMITTED IN EXHIBIT
A, ADDITIONAL PROVISIONS, SECTION A3.
13. Upon the occurrence of any Default under this Note, the Mortgage,
or the Collateral Loan Documents during any period when this Note is closed to
prepayment, and following the acceleration or maturity of the indebtedness
evidenced hereby as herein provided, if permitted by applicable law, there shall
be due and payable as a part of the indebtedness evidenced hereby, an amount
equal to the greater (all as calculated by the Holder) of (i) the present value
(discounted at the Treasury Rate, as hereinafter defined) of the excess (if
any) obtained by subtracting the effective annual compounded yield (at the time
of such acceleration) of United States Treasury Issues (other than so-called
"flower bonds") with maturity dates that match, as closely as possible, the
Original Maturity Date (the "Treasury Rate") from the effective annual
compounded yield of this Note, multiplied by the outstanding principal balance
(at the time of acceleration), multiplied by the number of years (and any
fraction thereof) remaining between the date of acceleration and the Original
Maturity Date (such amount will be computed as if the amount determined in
accordance with the preceding sentence were paid in equal
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monthly installments after the date of such acceleration through the Original
Maturity Date); or (ii) five percent (5%) of the outstanding principal balance
(at the time of acceleration) of this Note.
14. If there be more than one Maker of this Note, the obligations of
each Maker hereunder shall be joint and several.
15. TO THE EXTENT PERMITTED BY APPLICABLE LAW, MAKER HEREBY IRREVOCABLY
SUBMITS TO PERSONAL JURISDICTION IN MICHIGAN AND OF THE UNITED STATES DISTRICT
COURT FOR THE EASTERN DISTRICT OF MICHIGAN FOR THE ENFORCEMENT OF MAKER'S
OBLIGATIONS HEREUNDER, UNDER THE MORTGAGE, AND THE COLLATERAL LOAN DOCUMENTS (AS
DEFINED IN THE MORTGAGE), AND WAIVES ANY AND ALL PERSONAL RIGHTS UNDER THE LAW
OF ANY OTHER STATE TO OBJECT TO JURISDICTION WITHIN MICHIGAN FOR THE PURPOSES OF
LITIGATION TO ENFORCE SUCH OBLIGATIONS. FURTHERMORE, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, MAKER HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS AND
COMPLAINT OR OTHER PROCESS OF THE PAPERS ISSUED IN CONNECTION WITH SUCH
LITIGATION AND AGREES THAT SERVICE MAY BE MADE BY REGISTERED OR CERTIFIED MAIL
ADDRESSED TO THE MAKER AT THE ADDRESS SET FORTH HEREIN.
16. TO THE EXTENT PERMITTED BY APPLICABLE LAW, MAKER HEREBY WAIVES ANY
RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR
NATURE, IN ANY COURT IN WHICH AN ACTION MAY BE COMMENCED, ARISING OUT OF OR IN
CONNECTION WITH THIS NOTE, THE MORTGAGE, ANY COLLATERAL LOAN DOCUMENT, OR ANY
OTHER MATTERS RELATED THERETO.
17. The terms, conditions and provisions of this Note are subject, in
all respects, to the additional provisions set forth on Exhibit A attached
hereto and incorporated herein by this reference.
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IN WITNESS WHEREOF, the undersigned have executed and delivered under
seal this Note as of the day and year first above written.
MAKER
Signed in the presence of: RAMCO-GERSHENSON PROPERTIES, L.P., a
Delaware limited partnership
- ------------------------------------
By: Ramco-Gershenson Properties Trust, a
Printed Name: Maryland Real Estate Investment Trust
----------------------- (f/k/a RPS Realty Trust)
General Partner
By: /s/ Richard J. Smith
- ------------------------------------ ----------------------------------
Richard J. Smith,
Printed Name: Chief Financial Officer
-----------------------
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EXHIBIT A
ADDITIONAL PROVISIONS TO NOTE
Section A1. No Personal Liability for Debt. Notwithstanding any other
provision of this Note, the Mortgage, or the Collateral Loan Documents to the
contrary, except as provided in this Section A1, the execution of this Note
shall impose no personal liability on the Maker for payment of the indebtedness
evidenced hereby or secured by the Mortgage. Holder shall look only to the
Premises and to the rents, issues and profits thereof, and other collateral
identified in the Mortgage and the Collateral Loan Documents, and in the event
of a Default will not seek any deficiency or personal judgment against Maker
except such judgment or decree as may be necessary to foreclose and bar Maker's
interests in the Premises; provided, however, that nothing herein stated shall:
(a) release, impair or otherwise affect this Note, the Mortgage, or any
of the Collateral Loan Documents; nor
(b) impair or otherwise affect the validity or the lien of this Note,
the Mortgage, or any of the Collateral Loan Documents; nor
(c) impair the right of Holder to accelerate the maturity of this Note
(or to avail itself of any of its other rights and remedies) upon the
occurrence of a Default; nor
(d) relieve the Maker from personal liability for, nor impair the right
of the Holder to proceed against or recover from the Maker for any or
all of the following:
(i) failure by Maker to return tenant security deposits and
prepaid rents to tenants of the Premises as required by the
terms of such tenants' leases or rental agreements or by
MICHIGAN law, or, in the event Holder takes possession of
the Premises upon Default hereunder through foreclosure or
prior to foreclosure pursuant to the rights and remedies set
forth in the Mortgage, failure by Maker to deliver to Holder
all tenant security deposits and security deposits held
pursuant to tenant leases;
(ii) rents collected for more than one month in advance;
(iii) failure by Maker following Default to apply all rents,
issues and profits from the Premises to the repayment of the
indebtedness evidenced hereby or secured by the Mortgage or
to the normal operating expenses of the Premises;
(iv) fraud or material breach of Maker's warranties or
representations;
(v) waste with respect to the Premises (or any part thereof);
(vi) misappropriation or misapplication of insurance or
condemnation proceeds;
(vii) destruction of the Premises (or any part thereof) by or
from an uninsured or underinsured casualty or event for
which Maker is required under the Mortgage or any Collateral
Loan Document to obtain insurance;
(viii) taxes levied on the Premises, including ad valorem taxes and
special improvement assessments, and insurance premiums for
the Premises;
(ix) any and all costs, EXCEPTING THAT OF REMEDIAL ACTION FOR
WHICH THE MAKER HAD NO OBLIGATION BY VIRTUE OF
"GRANDFATHERED" STATUS, incurred in order to bring the
Premises into compliance with the accessibility provisions
of the Fair Housing Act of 1988 and the Americans with
Disabilities Act of 1990;
(x) any expense, damage, loss or liability (1) arising from or
with respect to the breach of the warranties contained in
this Note, the Mortgage, or the Collateral Loan Documents in
connection with environmental matters, or (2) arising from
or with respect to the indemnity contained in the
Environmental Indemnity Agreements or with respect to any
other indemnification relating to environmental matters;
(xi) seizure or forfeiture of the Premises, any portion
thereof, or Maker's interest therein, pursuant to any
federal, state or local criminal law, including but not
limited to racketeering, income tax evasion or illegal
drugs;
(xii) ANY VIOLATION OF THE ERISA COVENANTS CONTAINED IN SECTION
2.05(B) OF THE MORTGAGE; AND
(xiii) all amounts due under the $4,300,000.00 Letter of Credit to
be supplied by Maker, as provided in the Loan Agreement, if
said Letter of Credit is not timely renewed, as provided in
the Loan Agreement, or if the Letter of Credit is
dishonored or Holder is unable to draw the full amount
thereof for any reason;
Furthermore, Maker shall remain personally liable for and indemnify Holder with
respect to any loss in connection with the foregoing items, together with any
costs incurred by Holder in connection with the foregoing items, including, but
not limited to, reasonable attorneys' fees, all costs and expenses associated
with court and/or administrative proceedings through the appellate level, costs
of environmental assessments and studies, costs incurred by reason of any
action, suit, proceeding, hearing, motion or application before any court or
administrative body in which the Holder may be or become a party by reason
thereof, including, but not limited to, condemnation, bankruptcy and
administrative proceedings, as well as any other proceeding where a
proof of claim is by law required to be filed, or in which it becomes necessary
to defend or uphold the terms of this Note, the Mortgage, or any Collateral Loan
Documents, as they relate to any of the foregoing items. HOLDER MAY
RECOVER FROM MAKER ONLY ONCE FOR ANY SINGLE LOSS, LIABILITY OR EXPENSE
OCCASIONED BY ANY OF THE EVENTS DESCRIBED IN CLAUSES (I) THROUGH (XIII) ABOVE
AND SUCH RIGHT OF RECOVERY SHALL NOT CONVERT THE INDEBTEDNESS EVIDENCED HEREBY
TO A RECOURSE OBLIGATION.
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Section A2. No Default if Malfunction. Holder shall not declare a Default if
Holder does not receive Maker's monthly principal and interest payment on the
date the same is due if the nonpayment is due either to a malfunction in the
Electronic Fund Transfer ("EFT") system or failure by Holder to initiate such
EFT. Notwithstanding the previous sentence the failure, for whatever reason, of
the EFT debit entry transaction to be timely completed shall not relieve Maker
from its obligation to make all payments when due under this Note or from
Maker's other obligations hereunder.
Section A3. Prepayment. The following shall be inserted at the end of Section 12
of the Note:
Notwithstanding the prohibition of prepayment set forth in this Note,
the Mortgage, or any Collateral Loan Document, the following shall apply:
Effective on FEBRUARY 10, 2001, the privilege is reserved to make
full prepayment of principal, interest and all other costs and expenses payable
under this Note, the Mortgage, and the Collateral Loan Documents, on the TENTH
(10TH) day of any month upon payment to the Holder of a premium on the principal
amount so prepaid, which prepayment premium shall be equal to the greater (all
as calculated by Holder) of:
a) The present value (discounted at the Treasury Rate as hereinafter
defined) of the excess (if any) obtained by subtracting the effective
annual compounded yield (at the time of prepayment) of United States
Treasury Issues (other than so-called "flower bonds") with maturity
dates that match, as closely as possible, the Original Maturity Date
(the "Treasury Rate") from the effective annual compounded yield of
this Note, multiplied by the outstanding principal balance (at the time
of prepayment) of this Note, multiplied by the number of years (and any
fraction thereof) remaining between the date of prepayment and the
Original Maturity Date (such amount shall be computed as if the amount
determined in accordance with the provisions of this subsection were
paid in equal monthly installments after the date of such prepayment
through the Original Maturity Date); or
b) One percent (1%) of the outstanding principal balance (at the time
of prepayment) of this Note.
If the Maker so elects to make full prepayment of the indebtedness hereunder, it
shall give not less than sixty (60) days prior written notice to that effect to
the Holder by registered or certified mail, directed to this address: c/o
Lincoln Investment Management, Inc., 200 East Berry Street, P.O. Box 2390, Fort
Wayne, Indiana 46802, Attention: Loan Servicing, Loan No.158186-01. The
foregoing premium shall also apply and be payable in the event of any
acceleration by Holder of the indebtedness evidenced by this Note when otherwise
open to prepayment, as provided above.
Commencing on SEPTEMBER 10, 2005, and continuing through the
Original Maturity Date, prepayment may be made without prepayment premium.
Section A4. Reamortization. Upon (a) any prepayment of principal permitted under
Sections B2 or B6 on Exhibit B to the Mortgage, or (b) any application of
insurance proceeds or eminent domain awards to repayment of principal as
provided in the Loan Agreement. Maker agrees to adjust the monthly payments due
hereunder at the Interest Rate based on the Mortgage balance existing after
prepayment, using an amortization of twenty-five (25) years minus the number of
years and/or portions of years that have elapsed under this Note but prior to
such prepayment.
Section A5. Non-Recourse as to Trustees. All persons having any claim hereunder
against the Ramco-Gershenson Properties Trust (the "Trust"), general partner of
the Maker, or in connection with any matter that is the subject hereof shall
look solely to the trust assets of the Trust, and in no event shall such
obligations of the Trust be enforceable against any shareholder, trustee,
officer, employee or agent of the Trust personally.
Section A6. Participation. This Note represents a participation interest of One
Hundred Seventy Thousand Five Hundred Eighty-eight Dollars and No Cents
($170,588.00) in a loan in the aggregate original principal amount of One
Million Four Hundred Fifty Thousand Dollars and No Cents ($1,450,000.00) (the
"Loan") administered by Lincoln on behalf of itself and Holder. The balance of
the Loan is evidenced by a separate note representing a retained interest in the
Loan in the original principal amount of One Million Two Hundred Seventy-nine
Thousand Four Hundred Twelve Dollars and No Cents ($1,279,412.00) payable to
Lincoln (the "Retainage Note"). The relationship between Holder and Lincoln is
governed by a separate participation agreement or agreements. Pursuant to such
agreement(s), Lincoln has the authority to exercise all rights of the Holder
under this Note, all rights of the Mortgagee under the Mortgage and all rights
of the Lender under the Collateral Loan Documents. Lincoln shall be conclusively
deemed to have the authority to take all actions undertaken by it with respect
to the foregoing instruments, and Maker shall have no duty, obligation or right
to inquire as to the authority of Lincoln to act in such capacity.
Notwithstanding any provision in this Note regarding prepayment, in no event
shall Maker be entitled to prepay this Note without simultaneously prepaying the
Retainage Note and that certain Note dated December 17, 1997, made by Maker
payable to the order of The Lincoln National Life Insurance Company in the
original principal amount of Eight Million Five Hundred Thousand Dollars and No
Cents ($8,500,000.00) (the "$8,500,000.00 Note").
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This Exhibit shall not be binding, and shall have no force and effect,
unless executed by the Maker below:
Signed in the presence of: RAMCO-GERSHENSON PROPERTIES, L.P., a
Delaware limited partnership
- ------------------------------------
By: Ramco-Gershenson Properties Trust, a
Printed Name: Maryland Real Estate Investment Trust
----------------------- (f/k/a RPS Realty Trust)
General Partner
By: /s/ Richard J. Smith
- ------------------------------------ ----------------------------------
Richard J. Smith
Printed Name: Chief Financial Officer
-----------------------
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