EXHIBIT 10.59
LOAN ASSUMPTION AGREEMENT
This Loan Assumption Agreement ("Agreement") is made as of the _____
day of December, 2003 by and among HOOVER ELEVEN CENTER COMPANY, a Michigan
limited partnership whose address is 30400 Telegraph Road, Suite 100, Bingham
Farms, Michigan 48025-4538 ("Original Borrower"), HOOVER ELEVEN CENTER
ACQUISITION LLC, a Michigan limited liability company and HOOVER ELEVEN CENTER
INVESTMENT LLC, a Michigan limited liability company (said limited liability
companies collectively being referred to as "New Borrower") whose addresses are
both 27600 Northwestern Highway, Suite 200, Southfield, Michigan 48034,
RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership ("Ramco"),
sole member of New Borrower, whose address is 27600 Northwestern Highway, Suite
200, Southfield, Michigan 48034, and CANADA LIFE INSURANCE COMPANY OF AMERICA,
whose address is 330 University Avenue, Toronto, Ontario, Canada M5G 1R8 (the
"Lender").
WHEREAS, the Original Borrower executed and delivered to Lender a
Non-Negotiable Promissory Note dated January 31, 1996 (the "Note") in the
original principal amount of Eleven Million Five Hundred Thousand and no/100
Dollars ($11,500,000), which evidences a loan from Lender to the Original
Borrower in such amount (the "Loan").
WHEREAS, as security for the Loan, the Original Borrower executed and
delivered to Lender a Mortgage dated as of January 31, 1996 and recorded in
Liber 6913, Page 894, Macomb County Records, Michigan (the "Mortgage"), which
covers certain property located in the City of Warren, County of Macomb,
Michigan (the "Mortgaged Premises"), as more particularly described on Exhibit A
attached hereto and made a part hereof.
WHEREAS, as additional security for the Loan, Original Borrower
executed and delivered to Lender the following documents: (i) an Assignment of
Leases and Rents dated as of January 31, 1996 and recorded in Liber 6913, Page
917, Macomb County Records, (ii) a Security Agreement dated as of January 31,
1996, (iii) an Operation and Maintenance Undertaking dated January 30, 1996, and
(iv) four Subordination, Non-Disturbance and Attornment Agreements of varying
dates (such documents being collectively referred herein to as the " Security
Documents").
WHEREAS, on or about the date hereof, undivided interests in the
Mortgaged Premises have been conveyed to the New Borrower as follows:
Hoover Eleven Center Acquisition LLC 87.516944%
Hoover Eleven Center Investment LLC 12.483056%.
WHEREAS, Lender has consented to such transfers and to the assumption
of the Loan by the New Borrower, subject to the satisfaction of certain terms
and conditions required by Lender.
NOW, THEREFORE, in consideration of the foregoing promises and other
valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto covenant and agree as follows:
1. From and including the date of this Agreement, New Borrower
hereby assumes the principal sum, and any accrued and unpaid interest thereon,
outstanding under the Note as of the date hereof and agrees to repay to Lender
such principal sum and all interest according to the terms and conditions of the
Note. The parties agree that the outstanding principal balance of the Note after
application of the December 1, 2003 payment is $8,880,865.23. Lender
acknowledges receipt of the December 1, 2003 payment and that there are no prior
payments on the Note due and outstanding.
2. New Borrower hereby assumes the obligations, covenants,
conditions and warranties in the Note, the Mortgage and the Security Documents
accruing from and including the date of this Agreement, and agrees to be bound
by and to perform all obligations, covenants, conditions and warranties
contained in the Note, the Mortgage and the Security Documents.
3. The parties hereto agree that the Note, the Mortgage, and
Security Documents are in full force and effect and nothing herein contained
shall in any way impair, alter, waive, annul, vary or effect any provision,
term, condition, or covenant under the Note, the Mortgage or the Security
Documents except as provided herein.
4. New Borrower and Ramco agree to execute and deliver to Lender
any and all additional documents and assurances as Lender may reasonably require
to evidence the transfer of the Mortgaged Premises to the New Borrower, the
assumption of the Loan by the New Borrower, the transfer of the membership
interest in the New Borrower to Ramco, and the continued validity and perfection
of the Lender's mortgage lien and security interest in the Mortgaged Premises,
including, without limitation, (i) duly executed deeds transferring the
Mortgaged Premises to the New Borrower, (ii) documentation evidencing the
transfer of the sole membership interest in the New Borrower to Ramco, (iii) an
endorsement to the Lender's policy of title insurance insuring the lien of the
Mortgage after the transfer of the Mortgaged Premises to the New Borrower, (iv)
a guaranty agreement executed by Ramco in favor of Lender with respect to real
estate taxes and insurance premiums, (v) an indemnity executed by Ramco with
respect to certain events occurring on or after the date hereof, and (vi) this
Loan Assumption Agreement (collectively, the "Assumption Documents"). Upon the
due execution and/or delivery to Lender of the Assumption Documents and
execution and delivery by Lender to New Borrower of this Loan Assumption
Agreement, payment to Lender of the assumption fee of $88,808.65, and payment of
the fees and expenses of Dickinson Wright PLLC, Lender's counsel, excepting any
liability for acts or omissions occurring prior to the date hereof and any loss
or damage resulting from acts or omissions occurring prior to the date hereof,
(i) the Original Borrower shall be released from any and all liability under the
Note, the Mortgage and the Security Documents, (ii) Original Borrower, Joseph D.
Brody, Martin M. Miller, E. Ronald Milan, Martin Nessel, and the M. Murray
Weintraub Revocable Living Trust dated October 12, 1989, as amended, Barbara
Prag Weintraub, Successor Trustee ("Original Indemnitors") shall be released
from any and all liability under the Guaranty dated as of January 31, 1996
executed by the Original Indemnitors in favor of Lender, and (iii) the Original
Indemnitors shall be released from any and all liability under the Indemnity
dated as of January 31, 1996 executed by them in favor of Lender.
5. New Borrower authorizes Lender to file such financing
statements naming New Borrower as debtor as Lender may deem necessary to perfect
and continue its lien and security interest in the Loan collateral under the
Security Documents.
6. The liability of each entity comprising New Borrower, if more
than one, hereunder and under the Note, Mortgage and Security Documents shall be
joint and several.
7. This Loan Assumption Agreement shall be binding upon the
heirs, personal representatives, successors and assigns of the parties hereto.
8. This Loan Assumption Agreement may be executed by the parties
hereto on separate counterparts and said counterparts shall be deemed to
constitute one binding document.
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IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement the date and year first written above.
HOOVER ELEVEN CENTER COMPANY, a Michigan
limited partnership
By: ____________________________________
Name: __________________________________
Its: General Partner
HOOVER ELEVEN CENTER ACQUISITION LLC, a
Michigan limited liability company
By: RAMCO-GERSHENSON PROPERTIES, L.P.,
a Delaware limited partnership
By: RAMCO-GERSHENSON PROPERTIES
TRUST, a Maryland real estate
investment trust, its sole
general partner
By: ________________________________
Name: ______________________________
Its: _______________________________
HOOVER ELEVEN CENTER INVESTMENT LLC, a
Michigan limited liability company
By: RAMCO-GERSHENSON PROPERTIES, L.P.,
a Delaware limited partnership
By: RAMCO-GERSHENSON PROPERTIES
TRUST, a Maryland real estate
investment trust, its sole
general partner
By: _____________________________
Name: ___________________________
Its: ____________________________
3
RAMCO-GERSHENSON PROPERTIES, L.P., a
Delaware limited partnership
By: RAMCO-GERSHENSON PROPERTIES
TRUST, a Maryland real estate
investment trust, its sole general
partner
By: ________________________________
Name: ______________________________
Its: _______________________________
CANADA LIFE INSURANCE COMPANY OF
AMERICA
By: ____________________________________
Name: __________________________________
Its: ___________________________________
And:____________________________________
Name: __________________________________
Its: ___________________________________
ACKNOWLEDGMENTS
STATE OF MICHIGAN )
) SS.
COUNTY OF _____________ )
The foregoing instrument was acknowledged before me this _____ day of
____________, 2003, by _________________________________, the general partner of
Hoover Eleven Center Company, a Michigan limited partnership, on behalf of the
limited partnership.
________________________________________
Name:
Notary Public
___________________ County, ____________
My Commission Expires:__________________
4
STATE OF MICHIGAN )
) SS.
COUNTY OF _____________ )
The foregoing instrument was acknowledged before me this _____ day of
_____________, 2003, by _________________________________, _____________________
on behalf of Ramco-Gershenson Properties Trust, a Maryland real estate
investment trust, general partner on behalf of Ramco-Gershenson Properties,
L.P., a Delaware limited partnership, the sole member of Hoover Eleven Center
Acquisition LLC, a Michigan limited liability company, on behalf of the company.
________________________________________
Name:
Notary Public
___________________ County, ____________
My Commission Expires:__________________
STATE OF MICHIGAN )
) SS.
COUNTY OF _____________ )
The foregoing instrument was acknowledged before me this _____ day of
_____________, 2003, by _________________________________, _____________________
on behalf of Ramco-Gershenson Properties Trust, a Maryland real estate
investment trust, general partner on behalf of Ramco-Gershenson Properties,
L.P., a Delaware limited partnership, the sole member of Hoover Eleven Center
Investment LLC, a Michigan limited liability company, on behalf of the company.
________________________________________
Name:
Notary Public
___________________ County, ____________
My Commission Expires:__________________
STATE OF MICHIGAN )
) SS.
COUNTY OF _____________ )
The foregoing instrument was acknowledged before me this _____ day of
_____________, 200_, by _________________________________, _____________________
on behalf of Ramco-Gershenson Properties Trust, a Maryland real estate
investment trust, general partner on behalf of Ramco-Gershenson Properties,
L.P., a Delaware limited partnership.
________________________________________
Name:
Notary Public
___________________ County, ____________
My Commission Expires:__________________
5
STATE OF COLORADO )
) SS:
COUNTY OF _______________)
The foregoing instrument was acknowledged before me this _____ day of
_____________, 2003, by _______________________ and
____________________________, as ___________________ and ____________________,
respectively, of Canada Life Insurance Company of America, a corporation
organized and existing under the laws of _____________, on behalf of the
corporation.
________________________________________
Name:
Notary Public,__________County, Colorado
My commission expires:
Drafted by and when recorded return to:
Bethany E. Hawkins, Esq.
Dickinson Wright PLLC
38525 Woodward, Ste. 2000
Bloomfield Hills, MI 48304
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EXHIBIT A
Situated in the City of Warren, Macomb County, Michigan, described as:
Part of the northeast 1/4 of Section 22, Town 1 North, Range 12 east, City of
Warren, Macomb County, Michigan, described as: Commencing at the east 1/4 corner
of said section; thence north 02 degrees 32 minutes 30 seconds east, along east
line of said section 429.00 feet; thence north 87 degrees 25 minutes 57 seconds
west (north 87 degrees 27 minutes 30 seconds west recorded), 60.00 feet to the
west line of Hoover Road (120 feet wide) also being the point of beginning;
thence north 87 degrees 25 minutes 57 seconds west, 544.07 feet; thence north 02
degrees 30 minutes 30 seconds east, 882.95 feet; thence north 87 degrees 29
minutes 30 seconds west 24.47 feet; thence north 02 degrees 34 minutes 35
seconds east 164.62 feet along the west line of the existing wall and the
extension thereof to the corner of said wall; thence north 87 degrees 22 minutes
50 seconds west 35.73 feet along said wall and the extension thereof; thence
north 02 degrees 30 minutes 30 seconds east 329.57 feet; thence south 87 degrees
57 minutes 30 seconds east 434.89 feet (434.90 record); thence south 02 degrees
32 minutes 30 seconds west 170.00 feet; thence south 87 degrees 57 minutes 30
seconds east 170.00 feet to the west line of said Hoover road; thence south 02
degrees 32 minutes 30 seconds west along the west line of said Hoover Road
1014.69 feet (1015.10 feet record); thence north 87 degrees 25 minutes 57
seconds west 100.00 feet; thence south 02 degrees 32 minutes 30 seconds west
66.00 feet; thence south 87 degrees 25 minutes 57 seconds east 100.00 feet to
the west line of said Hoover Road; thence south 02 degrees 32 minutes 30 seconds
west along the west line of said Hoover Road 132.00 feet to the point of
beginning. Together with and subject to certain cross easements as recorded in
liber 4405, page 732, Macomb County Records.
Parcel Identification No. (part of) 13-22-226-034