EXHIBIT 10.52
ASSUMPTION AND MODIFICATION AGREEMENT
MORTGAGOR: RAMCO-▇▇▇▇▇▇▇▇▇▇ PROPERTIES, L.P., a Delaware
limited partnership, doing business in the State of Florida as
RAMCO-▇▇▇▇▇▇▇▇▇▇ PROPERTIES LIMITED
PARTNERSHIP
MORTGAGEE: ▇▇▇▇▇▇▇ NATIONAL LIFE INSURANCE COMPANY
REAL ESTATE: EXHIBIT A
THIS AGREEMENT SECURES NO NEW INDEBTEDNESS BUT DOES SECURE
OUTSTANDING PRINCIPAL INDEBTEDNESS IN THE AMOUNT OF $4,161.352.92,
WHICH IS BEING ASSUMED BY MORTGAGOR.
DOCUMENTARY STAMPS IN THE AMOUNT OF $14,564.90 AND INTANGIBLE TAXES
IN THE AMOUNT OF $ 0.00 ARE DUE AND PAYABLE HEREON.
This Instrument Prepared by
and Returned to:
▇▇▇▇▇ ▇. ▇▇▇▇, Esq.
▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇▇▇▇, P.A.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
ASSUMPTION AND MODIFICATION AGREEMENT
THIS AGREEMENT, dated May 6, 2003, by and between RAMCO-▇▇▇▇▇▇▇▇▇▇
PROPERTIES, L.P., a Delaware limited partnership doing business in the State of
Florida as RAMCO-▇▇▇▇▇▇▇▇▇▇ PROPERTIES LIMITED PARTNERSHIP with an address of
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter
referred to as "Mortgagor") and ▇▇▇▇▇▇▇ NATIONAL LIFE INSURANCE COMPANY, a
Michigan corporation with an address of c/o PPM Finance, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as
"Mortgagee"); recites and provides as follows:
RECITALS
A. Mortgagee has made a loan (the "Loan") to RIVER CROSSING
PARTNERSHIP ("Original Borrower") in the original principal amount of
$4,650,000.00. In connection with the Loan, Original Borrower executed and
delivered to Mortgagor certain documents to evidence and secure such loan,
including the documents described on Schedule "A" hereto (the "Existing Loan
Documents").
B. The Existing Loan Documents include that certain first
mortgage described on Schedule "A" hereto (the "Existing Mortgage") encumbering
the "Property" described on Exhibit "A" hereto.
C. The Existing Loan Documents include that certain note
described on Schedule "A" attached hereto and hereinafter referred to as the
"Existing Note."
D. Original Borrower has agreed to transfer to Mortgagor all of
its rights, title and interest in and to the Property described on Exhibit "A"
hereto and, in connection therewith, Mortgagor has agreed to assume all of
Original Borrower's obligations in connection with the Loan and the Existing
Loan Documents, and Mortgagee has agreed to release Original Borrower from
liability in connection therewith.
NOW, THEREFORE, for and in consideration of the premises, and other
good and valuable consideration, Mortgagor and Mortgagee each agree as follows:
ESTOPPEL
1. Mortgagor acknowledges and agrees that the unpaid principal
balance of the Existing Note (after all payments by Mortgagee to and including
April 1, 2003), is $4,161,352.92.
2. Mortgagor acknowledges and agrees the next payment on the
Existing Note is due and payable as follows: $33,630.44 on May 1, 2003.
3. Mortgagor acknowledges and agrees that the indebtedness
evidenced by the Existing Note is due and payable as set forth therein, and that
all such indebtedness is due and owing without offset, defense or counterclaim.
4. Mortgagor agrees to make all other payments, and assume all
other obligations of Original Borrower, in connection with the Loan and the
Existing Loan Documents.
5. Mortgagee consents to the purchase of the Property, and
assumption of the Loan, by Mortgagor.
ASSUMPTION OF EXISTING NOTE
1. Mortgagor hereby assumes all obligations of "Maker" under the
Existing Note.
2. Mortgagee hereby consents to such assumption and acknowledges
there is no default by Maker under the Existing Note.
ASSUMPTION OF EXISTING MORTGAGE
1. Mortgagor hereby assumes all obligations of "Mortgagor" under
the Existing Mortgage.
2. Mortgagee hereby consents to such assumption and acknowledges
that it is not aware of any default under the Existing Mortgage.
ASSUMPTION OF EXISTING ASSIGNMENT
1. Mortgagor hereby assumes all obligations of "Assignor" under
the Existing Assignment.
2. Mortgagee hereby consents to such assumption and acknowledges
that it is not aware of any default under the Existing Assignment.
ASSUMPTION OF OTHER DOCUMENTS.
1. Mortgagor hereby assumes all of the obligations of Original
Borrower as obligor under all other Existing Loan Documents other than the
Existing Note, the Existing Mortgage and the Existing Assignment (the "Other
Documents").
2. Mortgagee hereby consents to each assumption and acknowledges
that it is unaware of any default under the Other Documents.
MODIFICATION OF EXISTING LOAN DOCUMENTS
1. All Existing Loan Documents are hereby modified to refer to
the Mortgagor in lieu of the Original Borrower.
2. The additional Indemnitor under the Indemnity Agreements
described on Schedule "A" shall be RAMCO-▇▇▇▇▇▇▇▇▇▇ PROPERTIES TRUST ("New
Indemnitor") and the Mortgagor and the New Indemnitor and Mortgagee have
delivered new indemnity agreements to Lender to replace the Existing Indemnity
Agreements described on Schedule A. All references in the Mortgage and the Loan
Documents shall be to the new Indemnity Agreements.
3. The Loan Agreement has been modified by First Amendment to
Loan Agreement of even date. All references in the Mortgage and the other Loan
Documents are modified to refer to the Loan Agreement as so amended.
CONFIRMATION.
1. Mortgagor hereby confirms to Mortgagee that it is the intent
of the parties that the Mortgage constitute a valid first mortgage lien on the
Property to secure the Existing Note.
2. Mortgagor hereby confirms that no Notice of Limitation
pursuant to Chapter 697, Florida Statutes, has been filed in the Public Records
of Pasco County, Florida, with respect to the Existing Mortgage.
3. This Agreement shall not constitute or be deemed to constitute
a novation or impairment of the Existing Note or the Existing Loan Documents and
the priority of the Existing Loan Documents shall not be affected by the
execution or recordation hereof.
4. Mortgagor hereby confirms that, except as modified hereby, the
Existing Loan Documents are ratified and confirmed and shall remain in full
force and effect, and ratifies all terms and provisions thereof.
MISCELLANEOUS:
1. Mortgagor shall promptly cause this Agreement to be filed,
registered or recorded in such manner and in such places as may be required by
any present or future law in order to publish notice of and fully to protect the
lien of the Mortgage upon, and the interest of Mortgagee in, the Property.
Mortgagor will pay all filing, administration, and recording fees, and all
expenses
incident to the preparation, execution and acknowledgment of this Agreement, and
all Federal, state, county and municipal taxes, duties, imposts, assessments and
charges now or hereafter arising out of or in connection with the filing,
registration, recording, execution and delivery of this Agreement and Mortgagor
shall hold harmless and indemnify Mortgagee against any liability incurred by
reason of the imposition of any tax on the issuance, making, filing,
registration or recording of this Agreement.
2. Mortgagor represents, warrants and covenants that it has full
power, authority and legal right to execute this Agreement and to keep and
observe all of the terms of this Agreement on its part to be observed or
performed.
3. This Agreement, and all of the documents referred to herein,
may not be modified, amended, changed or terminated orally, but only by an
agreement in writing executed by Mortgagor and Mortgagee.
4. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
5. Mortgagor agrees from time to time, as may be reasonably
required by the Mortgagee, to execute and deliver such further instruments and
documents and do all matters and things which may be convenient or necessary to
more effectively and completely carry out the provisions hereof.
6. This Agreement shall be binding upon and inure to the benefit
of the successors and assigns of the Mortgagor (subject to the provisions of the
Mortgage with respect to assignment by Mortgagor) and to the successors and
assigns of the Mortgagee.
7. In the event of any conflict between the provisions hereof and
of the Existing Loan Documents, the provisions hereof shall govern and control.
8. Nothing set forth in this Agreement shall be construed or
deemed to release or
discharge any liens or rights or remedies that Mortgagee heretofore had, may now
have or may hereafter acquire against the Property or the Mortgagor. If any
provision of this Agreement shall, for any reason and to any extent, be invalid
or enforceable, neither the remainder of the instrument in which such provision
is contained, nor the application of the provisions to other persons, entities
or circumstances nor any other instrument referred to hereinabove shall be
affected thereby, but instead shall be enforced to the maximum extent permitted
by law.
9. The Existing Note may be prepaid on the terms and conditions
set forth therein.
10. This Agreement may be executed and recorded with counterpart
signature pages.
11. The maturity date of the Existing Note is October 10, 2010.
12. MORTGAGOR AND MORTGAGEE HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT TO
ANY ACTION, PROCEEDING, LITIGATION OR COUNTERCLAIM BASED HEREON, OR ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE DOCUMENTS REFERRED TO
HEREIN, AND ANY OTHER AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION
HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS, WHETHER
VERBAL OR WRITTEN, OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR MORTGAGEE EXECUTING THIS AGREEMENT.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first above written.
WITNESSES: NEW BORROWER:
RAMCO-▇▇▇▇▇▇▇▇▇▇ PROPERTIES,
L.P., a Delaware limited partnership doing
Business in the State of Florida as RAMCO-
▇▇▇▇▇▇▇▇▇▇ PROPERTIES LIMITED
PARTNERSHIP
__________________________ By: RAMCO-▇▇▇▇▇▇▇▇▇▇
Name: PROPERTIES TRUST, a Maryland
Real Estate Investment Trust, its
__________________________ general partner
Name:
By: ____________________________
Name:
Title:
NEW INDEMNITOR:
__________________________ RAMCO-▇▇▇▇▇▇▇▇▇▇
Name: PROPERTIES TRUST, a Maryland
Real Estate Investment Trust, its
__________________________ general partner
Name:
By: ____________________________
Name:
Title:
STATE OF MICHIGAN
COUNTY OF _______________
The foregoing instrument was acknowledged before me this _____ day of
May, 2003 by ________________________, as ___________________ of
RAMCO-▇▇▇▇▇▇▇▇▇▇ PROPERTIES TRUST, a Maryland Real Estate Investment Trust,
general partner of RAMCO-▇▇▇▇▇▇▇▇▇▇ PROPERTIES, L.P., a Delaware limited
partnership doing business in the State of Florida as RAMCO-▇▇▇▇▇▇▇▇▇▇
PROPERTIES LIMITED PARTNERSHIP, on behalf of the trust, on behalf of the
partnership and who is personally known to me or has produced
___________________________ as identification.
_______________________________
Notary Public-State of Michigan
_______________________________
Printed name of notary
STATE OF MICHIGAN
COUNTY OF _______________
The foregoing instrument was acknowledged before me this _____ day of
May, 2003 by ________________________, as ___________________ of
RAMCO-▇▇▇▇▇▇▇▇▇▇ PROPERTIES TRUST, a Maryland Real Estate Investment Trust, on
behalf of the trust and who is personally known to me or has produced
___________________________ as identification.
_______________________________
Notary Public-State of Michigan
_______________________________
Printed name of notary
▇▇▇▇▇▇▇ NATIONAL LIFE
INSURANCE COMPANY, a Michigan
corporation
By: PPM Finance, Inc., its duly
authorized agent
____________________________ By: ____________________________
Name: Name:
Title:
______________________________
Name:
STATE OF ILLINOIS
___________________________
COUNTY OF ▇▇▇▇
On the ____ day of May, 2003, before me, a notary public in and for the
State and County aforesaid, personally appeared _____________________________,
who acknowledged himself to be the ____________________________ of PPM Finance,
Inc., a corporation and authorized agent of ▇▇▇▇▇▇▇ National Life Insurance
Company, a Michigan corporation, and that he as such officer, being authorized
to do so, executed the foregoing instrument for the purposes therein contained
by signing the name of the authorized agent of the corporation by himself as
such ___________________________.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
_____________________________
Notary Public
_____________________________
Printed name of notary
SCHEDULE OF EXHIBITS
Exhibit "A" Property
Schedule A Existing Loan Documents
EXHIBIT "A"
LEGAL DESCRIPTION
SCHEDULE "A"
EXISTING LOAN DOCUMENTS
1. Loan Agreement dated September 16, 1998.
2. Existing Note: $4,650,000.00 dated September 16, 1998.
3. Existing Mortgage: Mortgage, Security Agreement and Financing
Statement recorded in Official Record Book 4013, page 1446.
4. Existing Assignment: Assignment of Leases and Rents recorded
in Official Record Book 4013, page 1468.
5. UCC-1 Financing Statement recorded in Official Record Book
4013, page 1484 and under file number 980000217921, Florida
Transaction Registry.
6. Borrower's Certificate dated September 16, 1998.
7. Environmental Indemnity Agreement dated September 16, 1998.
8. Indemnification Agreement dated September 16, 1998.
9. Certificate and Indemnity Agreement regarding Compliance with
Building Laws.
10. Future Advance, Modification and Consolidation Agreement
recorded in Official Record Book 4013, page 1414.
Note: All recording references are to the Public Records of Pasco County,
Florida, unless otherwise stated.
