EXHIBIT 10.53
FIRST AMENDMENT TO LOAN AGREEMENT
LENDER: Jackson National Life Insurance Company
BORROWER: River Crossing Partnership, a Florida general partnership
LOAN AGREEMENT: Loan Agreement dated September 16, 1998 by and between
Borrower and Lender
NEW BORROWER: Ramco-Gershenson Properties, L.P., a Delaware limited
partnership, doing business in the State of Florida as
RAMCO-GERSHENSON PROPERTIES LIMITED PARTNERSHIP
NEW INDEMNITOR: Ramco-Gershenson Properties Trust, a Maryland Real Estate
Investment Trust
DATE: May 6, 2003
RECITALS
A. Borrower and Lender entered into the Loan Agreement to set forth the
terms and conditions of the Loan described therein.
B. Borrower and New Borrower have requested that Lender consent to the
sale of the Property to New Borrower and the assumption of the Loan by
New Borrower. Lender has agreed to such sale and assumption.
C. Lender and New Borrower have agreed to modify the Loan Agreement as
provided herein.
D. All capitalized terms not defined herein shall have the same meaning
set forth in the Loan Agreement.
AGREEMENT
For and in consideration of the premises and other good and valuable
consideration, the receipt of which is hereby acknowledged, New Borrower and
Lender hereby agree as follows:
1. The Recitals set forth above are true and correct.
2. The provisions of this First Amendment shall supercede and control all
conflicting provisions of the Loan Agreement. The First Amendment and
the Loan Agreement shall constitute and be construed as, a single
agreement.
3. Section 3.7 of the Loan Agreement is hereby modified by the addition of
the following:
Anything in the foregoing to the contrary notwithstanding, it is
understood and agreed that Lender's consent shall not be required as
set forth in the "Leasing Guidelines" attached hereto as Exhibit "A".
4. Section 3.9 of the Loan Agreement is hereby modified to read as
follows:
3.9 Alterations. Without the prior written consent of Lender, Borrower
shall not make any alterations to the Project (other than completion of
tenant work required in accordance with leases entered into in
accordance with the terms of this Agreement) that exceed the cost of
$100,000.00. All such alterations shall be undertaken and completed in
accordance with all applicable provisions hereof and of the Loan
Documents.
5. Section 3.13 of the Loan Agreement is hereby modified by the addition
of the following: Notwithstanding the foregoing, Lender agrees that
Borrower may satisfy the regular financial statement reporting
requirements for Borrower (but not the Project) as follows:
The Borrower will deliver or cause to be delivered to Lender as soon as
practicable, but in any event not later than one hundred (100) days
after the end of each fiscal year of the Borrower, the unaudited
consolidated balance sheet of the Borrower and its Subsidiaries at the
end of such year, and the related unaudited consolidated statements of
income, changes in shareholder's equity and cash flows for such year,
each setting forth in comparative form the figures for the previous
fiscal year and all such statements to be in reasonable detail,
prepared in accordance with generally accepted accounting principles,
and accompanied by a certification by the principal financial
accounting officer of the Borrower that the information contained in
such financial statements are true and correct and fairly represents
the financial position of the Borrower and its Subsidiaries on the date
thereof; provided, however, that the Borrower shall not be required to
provide such statements in the event that such statements would be
substantially similar to the consolidated statements provided by the
Indemnitor, and Borrower provides written certification of same to
Lender.
6. Section 3.17 of the Loan Agreement is hereby modified to provide as
follows: (a) Lender acknowledges that Borrower may enter into, modify,
renew, waiver any provision of, terminate or cancel any such leasing or
other contracts (but not management contracts) in the ordinary course
of business without the consent of Lender and (b) Lender's consent is
not required for modifications or amendments to management contracts
that are not materially more burdensome to Borrower.
7. Section 3.20 of the Loan Agreement is hereby modified to read as
follows:
Without the prior written consent of Lender, which consent shall not be
unreasonably withheld or delayed, Borrower shall not permit or suffer
(a) any material amendment or modification of its partnership agreement
or (b) the admission of any new partners, or transfer of any of its
partnership interests, except as permitted pursuant to Section 6.3
hereof. For purposes hereof, a material amendment or modification shall
be any change that (a) results in the loss of overall control or
management of the Borrower by the General Partner,
(b) is not within the general parameters of typical partnership
agreements for partnerships involved in an "UPREIT" or similar
structures, or (c) adversely affects the financial creditworthiness of
Borrower or the ability of Borrower to pay the Loan."
8. Section 3.22 of the Loan Agreement is hereby modified to provide that
except for matters that must be cured sooner to prevent an adverse
impact on the Project, Lender shall provide Borrower with a 15 day
notice and right to cure REA defaults.
9. Section 3.26 of the Loan Agreement is hereby modified to provide that
Borrower may incur unsecured indebtedness from related parties that
does not adversely effect the financial condition of Borrower.
10. Lender acknowledges that no fees are payable to L.J. Melody & Company
or any other broker or consultant in connection with the assumption
transaction.
11. Section 6.3 of the Loan Agreement is modified to read as follows:
6.3 Prohibition of Transfers of Interests of Borrower.
(a) Borrower shall have the right to admit new partners and/or
substitute for existing partners provided that the New
Indemnitor remains the sole general partner of Borrower and
continues to maintain not less than a 50% partnership interest
in Borrower, and
(b) Borrower shall have the right to transfer or convey the
Property on a one-time basis to a transferee wholly owned and
controlled by Borrower, provided that (1) the transferee shall
have executed and delivered to Lender an assumption agreement
in form and substance acceptable to Lender, evidencing such
transferee's agreement to abide and be bound by the terms of
the loan documents, together with such other documents, legal
opinions, title insurance endorsements and other matters as
may be reasonably requested by Lender, (2) the New Indemnitor
shall have reaffirmed its obligations as "Indemnitor" with
respect to the transfer of the property, and (3) Borrower
shall have paid Lender's out-of-pocket costs and expenses in
connection
with such transfer. Lender agrees not to charge an assumption
fee in connection with any such transaction.
12. Anything in the Loan Agreement or any other Loan Documents to the
contrary notwithstanding, it is acknowledged that the Project includes 306
parking spaces. New Borrower represents and warrants to Lender that this parking
complies with the requirements of all tenant leases and all local land use and
zoning requirements.
13. Except as amended by the provisions hereof, the Loan Agreement is
ratified and conformed and shall remain in full force and effect.
WITNESS THE FOLLOWING SIGNATURES UNDER SEAL
LENDER:
JACKSON NATIONAL LIFE INSURANCE COMPANY
By ______________________________________
Name:
Title:
NEW BORROWER:
RAMCO-GERSHENSON PROPERTIES,
L.P., a Delaware limited partnership,
doing business in the State of Florida as
RAMCOGERSHENSON PROPERTIES LIMITED
PARTNERSHIP
By: RAMCO-GERSHENSON PROPERTIES TRUST, a
Maryland Real Estate Investment
Trust, its general partner
By: _____________________________________
Name:
Title:
The New Indemnitor joins herein to evidence his consent to the provisions
hereunder and agreement to be bound hereby.
NEW INDEMNITOR:
RAMCO-GERSHENSON PROPERTIES TRUST, a
Maryland Real Estate Investment Trust
By: _____________________________________
Name:
Title:
EXHIBIT "A"
LEASING ACTION GUIDELINES
Lender shall have the right to review and approve the execution, renewal,
modification, settling or termination (each such action is called a "Leasing
Action") relating to the space currently occupied by the "Key Leases". The Key
Leases are Publix Supermarkets, Blockbuster Video and Stevens Place.
Any Leasing Action not related to the Key Leases will not require Lender written
consent if the following conditions are met:
1. Term of Lease - Maximum term of five (5) years, including the base
lease term and all extension options.
2. Maximum Rental Space - 3000 SF.
3. Minimum Rent - $14.50 NRSF (taking into account free rent or other
concessions and tenant improvements which exceed market or building standards,
etc.).
4. Expense Provisions: Triple Net.
5. Form of lease - All leases shall be made to established tenants on the
approved "standard" form of lease with no material deletions or alterations
therefrom. To facilitate Assignee's lease review, all deletions or alterations
to the "standard" form of lease sub-mitted by Assignor to Assignee for approval
must be black-lined or highlighted.
6. Other Obligations - Landlord shall not agree to any rental space
take-over or take-back obligation with respect to the center or any other
premises leased by such tenant. No lease shall contain a tenant option to lease
additional space which would cause occupied square footage to exceed the limits
of item 3 above or to purchase the premises or acquire any Interest in the
Property. No lease shall contain any representations, warranties or
indemnifications by the Landlord with respect to hazardous substances or
asbestos. No lease shall permit prepayment of rent more than one month in
advance. Leases must be arms-length transactions to parties not affiliated with
Borrower.
7. There are no defaults in the Loan.
Borrower will provide copies of all documentation for any Leasing Action not
requiring Lender approval within ten (10) business days of the occurrence of
such Leasing Action. Lender will require executed Estoppel Certificates and
Subordination, Non-Disturbance and Attornment Agreements on Lender's standard
form when Leasing Actions occur. For a Leasing Action which does not meet the
above criteria , Lender approval of the Leasing Action is required. Lender will
be deemed to have consented to any Leasing Action if it does not notify Borrower
that it is withholding its consent within ten (10) business days of its receipt
of (a) notification of the proposed Leasing action and (b) all materials
reasonably requested to permit Lender to review the proposed leasing action.