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EXHIBIT 10.47
CONSTRUCTION NOTE
$14,000,000.00 Detroit, Michigan
December 22, 1998
FOR VALUE RECEIVED, the undersigned (hereinafter called
"Maker") promises to pay to the order of NBD BANK, a Michigan banking
corporation (hereinafter called "Payee"), the principal sum of Fourteen Million
($14,000,000.00) Dollars, together with interest on the unpaid balance from time
to time outstanding while not in default at the Effective Rate unless Maker
elects to have interest accrue at the Libor Rate in accordance with the terms of
the Loan Agreement, and at the rate of four (4.0%) percent per annum over the
Prime Rate during the period of any default, until paid, computed on the basis
of the actual number of days elapsed over a three hundred sixty (360) day year.
Principal and interest shall be paid in United States legal
tender, at the office of Payee at 611 Woodward Avenue, Detroit, Michigan 48226,
or at such other place as the holder hereof directs in writing. Principal and
interest shall be paid as follows:
1. Interest only shall be paid on the first day of
February and on the first day of each and every month
thereafter until June 1, 2000.
2. On June 22, 2000 ("Maturity Date") the entire
principal balance due hereunder, plus accrued
interest, shall be due and payable in full.
All installments, when received, shall be applied on interest
then due and the balance, if any, on principal. In the event that any
installment shall be overdue for a period in excess of ten (10) days, a late
charge of four ($.04) cents for each One ($1.00) Dollar so overdue may be
charged by the holder hereof for the purpose of defraying the expense incident
to handling such delinquent payment, and such charge shall be in addition to and
not in lieu of reasonable fees and charges of any agents or attorneys which the
holder is entitled to employ in the event of any default hereunder.
This Note is issued pursuant to a Loan Agreement between Maker
and Payee of even date. All capitalized terms shall have the meanings assigned
in the Loan Agreement unless otherwise defined in this Note. This Note is
secured by the Loan Documents which are made a part by reference.
If default be made in the payment of the whole or any part of
the several installments of this Note when due, or if a default shall occur
under any of the Loan Documents, then or at any time thereafter during the
continuance of any such default and the expiration of the grace period for the
curing of such default set forth in Article 24 of the Mortgage, if any, the
entire principal of this Note remaining at the time unpaid, together with
accrued interest thereon, shall, at the election of the holder hereof and
without notice of such election and without demand or presentment, become
immediately due and payable at the place of payment aforesaid, anything
contained herein or in the Loan Documents to the contrary notwithstanding, and
all costs and expenses of collection, including a reasonable attorney's fee,
shall be added to and become part of the total indebtedness.
In the event of any such default, the failure of the holder
hereof promptly to exercise any of its rights hereunder shall not constitute a
waiver of such rights while such default continues, nor a waiver of such rights
in connection with any future default on the part of the undersigned.
The Maker hereof, any endorsers and guarantors hereof and all
other parties who may become liable for payment of all or any part of this Note,
severally waive presentment for payment, protest and demand, and notice of
protest, demand, dishonor and nonpayment, and hereby expressly consent to any
number of renewals or extensions of the time of payment of this Note. Any such
renewals or extensions may be made without notice to any of said parties and
without affecting their liability, and said parties shall not be released from
liability hereon by reason of any forbearance or extension of time granted to
the undersigned or any subsequent owner or owners of the property mortgaged as
security for this Note, with or without notice to or the consent of any of said
parties.
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Maker acknowledges that the right to trial by jury is a
constitutional one, but that it may be waived. Maker, after consulting counsel
of its choice (or having had the opportunity to consult with counsel),
knowingly, voluntarily and without coercion, waives all rights to a trial by
jury of all disputes between Maker and Payee.
This Note may be prepaid, in whole or in part, only in
accordance with the terms of the Loan Agreement.
Notwithstanding any provision hereof, it is not intended by
this Note to impose upon the Maker any obligation to pay interest in excess of
the maximum rate of interest permitted by law, and any interest which so exceeds
such maximum rate of interest shall automatically be applied in reduction of
principal due on this Note to the extent of such excess.
This Note and the liability of all parties hereunder shall be
governed by the laws of the State of Michigan, where this Note has been
delivered for value.
Signed:
RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware
limited partnership
By: Ramco-Gershenson Properties Trust,
a Maryland real estate investment trust
Its: General Partner
By: /s/ Joel Gershenson
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Joel Gershenson
Its: Chairman and Vice President
"Maker"
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