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Fixed Rate Note

 

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Title:

Fixed Rate Note

Entities:

Citibank, NA; Citigroup Global Markets Realty Corp.; Ramco-Gershenson Properties Trust

Date:

2003

Size:

Preview shows 7KB of 41KB total

Price:

$41

ID:

#265354

 

 

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                                 FIXED RATE NOTE


$12,100,000.00 June _____, 2003

FOR VALUE RECEIVED, EAST TOWN PLAZA, LLC, a Delaware limited liability
company ("Maker"), having its principal place of business at 27600 Northwestern
Highway, Suite 200, Southfield, Michigan 48034, promises to pay to the order of
CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, its successors or
assigns ("Payee") at the office of Payee or its agent, designee or assignee at
388 Greenwich Street, 11th Floor, New York, New York, 10013, or at such place as
the holder hereof may from time to time designate in writing, the principal sum
of TWELVE MILLION ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($12,100,000.00) in
lawful money of the United States of America with interest thereon to be
computed on the unpaid principal balance from time to time outstanding from the
date of this Note (herein so called) at the Interest Rate (hereinafter defined),
and to be paid in installments as follows:

1. Payment Terms

(a) A payment of interest only on the date hereof for the
period from the date hereof through June 30, 2003, both inclusive;

(b) A constant payment of $68,323.36, (the "Constant
Payment"), on August 1, 2003 and on the first day of each calendar month
thereafter up to and including June 1, 2013; each of such payments to be applied
to the payment of interest computed at the Interest Rate (as defined below); and
the balance applied toward the reduction of the principal sum; and

(c) The balance of said principal sum and all interest
thereon shall be due and payable on July 1, 2013 or the first business day
thereafter if the same should be a banking holiday or weekend (the "Maturity
Date"). Interest on the principal sum of this Note shall be calculated by
multiplying the actual number of days elapsed in each accrual period by a daily
rate based on a three hundred sixty (360) day year. In computing the number of
days during which such interest accrues, the day on which funds are initially
advanced shall be included regardless of the time of day such advance is made,
and the day on which funds are repaid shall be included unless repayment is
credited prior to close of business. The Constant Payment required hereunder is
based on an amortization schedule of three hundred sixty (360) months.

In the absence of a specific determination by Payee to the contrary,
all payments paid by Maker to Payee in connection with the obligations of Maker
under this Note and under the other Loan Documents shall be applied in the
following order of priority: (a) to amounts, other than principal and interest,
due to Payee pursuant to this Note or the other Loan Documents; (b) to the
portion of accrued but unpaid interest accruing on this Note; and (c) to the
unpaid principal balance of this Note. Maker irrevocably waives the right to
direct the application of any and all payments at any time hereafter received by
Payee from or on behalf of Maker, and Maker irrevocably agrees that Payee shall
have the continuing exclusive right to apply any and all such

{PAGE}

payments against the then due and owing obligations of Maker in such order of
priority as Payee may deem advisable.

2. Interest Rate. The term "Interest Rate" as used in this Note
shall mean a rate of Five and 45/100 percent (5.45%) per annum.

3. Default and Acceleration. The whole of the principal sum of
this Note, together with all interest accrued and unpaid thereon, and all other
sums due under the Mortgage (hereinafter defined), the Loan Documents
(hereinafter defined) and this Note (all such sums hereinafter collectively
referred to as the "Debt") shall without notice become immediately due and
payable at the option of Payee if any payment due on the Maturity Date is not
paid on such date or if any other payment required in this Note is not paid on
or before the fifth (5th) day after the date when due, or if any Event of
Default (as defined in the Mortgage) occurs and is continuing, or on the
happening of any other default and continuance thereof, after the expiration of
any applicable notice and grace periods, herein or under the terms of the
Mortgage or other Loan Documents (hereinafter collectively an "Event of
Default"), and further provided that the Debt shall automatically become
immediately due and payable, without notice or any exercise of any option on the
part of Payee, if an Event of Default of the type set forth in Section 22(g) of
the Mortgage occurs with respect to Maker. All of the terms, covenants and
conditions contained in the Mortgage and the other Loan Documents are hereby
made part of this Note to the same extent and with the same force as if they
were fully set forth herein. In the event that it should become necessary to
employ counsel to collect the Debt or to protect or foreclose the security
hereof, Maker also agrees to pay reasonable attorneys' fees for the services of
such counsel whether or not suit be brought.

4. Default Interest. Maker does hereby agree that upon the
occurrence and continuance of an Event of Default or upon the failure of Maker
to pay the Debt in full on the Maturity Date, Payee shall be entitled to receive
and Maker shall pay interest on the entire unpaid principal sum at the rate of
the greater of 5% above the Interest Rate or 5% above the Base Rate (hereinafter
defined), in effect at the time of the occurrence of the Event of Default (the
"Default Rate"). The term "Base Rate" shall mean the annual rate announced by
Citibank, N.A., in New York City, New York as its base rate in effect at the
time of the occurrence of the Event of Default. The Default Rate shall be
computed from the occurrence of the Event of Default until the actual receipt
and collection of the Debt. This charge shall be added to the Debt, and shall be
deemed secured by the Mortgage. This section, however, shall not be construed as
an agreement or privilege to extend the date of the payment of the Debt, nor as
a waiver of any other right or remedy accruing to Payee by reason of the
occurrence of any Event of Default. In the event the Default Rate is above the
maximum rate permitted by applicable law, the Default Rate shall be the maximum
rate permitted by applicable law.

5. Prepayment; Defeasance.

(a) The principal balance of this Note may not be prepaid
in whole or in part prior to the date which is sixty (60) calendar days prior to

 

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