1
EXHIBIT 10.5
EXHIBIT A
FORM OF THIRD AMENDED AND RESTATED NOTE
$_________________ __________, 2000
FOR VALUE RECEIVED, the undersigned RAMCO-GERSHENSON PROPERTIES, L.P.,
a Delaware limited partnership, hereby promises to pay to
__________________________________ or order, in accordance with the terms of
that certain Third Amended and Restated Master Revolving Credit Agreement dated
as of September 29, 2000 (the "Credit Agreement"), as from time to time in
effect, among the undersigned, Fleet National Bank, for itself and as Agent, and
such other Banks as may be from time to time named therein, to the extent not
sooner paid, on or before the Maturity Date, the principal sum of
_______________________________________ Dollars ($______________), or such
amount as may be advanced by the payee hereof under the Credit Agreement with
daily interest from the date hereof, computed as provided in the Credit
Agreement, on the principal amount hereof from time to time unpaid, at a rate
per annum on each portion of the principal amount which shall at all times be
equal to the rate of interest applicable to such portion in accordance with the
Credit Agreement, and with interest on overdue principal and, to the extent
permitted by applicable law, on overdue installments of interest and late
charges at the rates provided in the Credit Agreement. Interest shall be payable
on the dates specified in the Credit Agreement, except that all accrued interest
shall be paid at the stated or accelerated maturity hereof or upon the
prepayment in full hereof. Capitalized terms used herein and not otherwise
defined herein shall have the meanings set forth in the Credit Agreement.
Payments hereunder shall be made to Fleet National Bank, as Agent for
the payee hereof, 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 or such other
address as may be designated by Agent.
This Note is one of one or more Notes evidencing borrowings under and
is entitled to the benefits and subject to the provisions of the Credit
Agreement. The principal of this Note may be due and payable in whole or in part
prior to the maturity date stated above and is subject to mandatory prepayment
in the amounts and under the circumstances set forth in the Credit Agreement,
and may be prepaid in whole or from time to time in part, all as set forth in
the Credit Agreement.
Notwithstanding anything in this Note to the contrary, all agreements
between the undersigned Xxxxxxxx and the Banks and the Agent, whether now
existing or hereafter arising and whether written or oral, are hereby limited so
that in no contingency, whether by reason of acceleration of the maturity of any
of the Obligations or otherwise, shall the interest contracted for, charged or
received by the Banks exceed the maximum amount permissible under applicable
law. If, from any circumstance
2
whatsoever, interest would otherwise be payable to the Banks in excess of the
maximum lawful amount, the interest payable to the Banks shall be reduced to the
maximum amount permitted under applicable law; and if from any circumstance the
Banks shall ever receive anything of value deemed interest by applicable law in
excess of the maximum lawful amount, an amount equal to any excessive interest
shall be applied to the reduction of the principal balance of the Obligations of
the undersigned Borrower and to the payment of interest or, if such excessive
interest exceeds the unpaid balance of principal of the Obligations of the
undersigned Borrower, such excess shall be refunded to the undersigned Borrower.
All interest paid or agreed to be paid to the Banks shall, to the extent
permitted by applicable law, be amortized, prorated, allocated and spread
throughout the full period until payment in full of the principal of the
Obligations of the undersigned Borrower (including the period of any renewal or
extension thereof) so that the interest thereon for such full period shall not
exceed the maximum amount permitted by applicable law. This paragraph shall
control all agreements between the undersigned Borrower and the Banks and the
Agent.
In case an Event of Default shall occur, the entire principal amount of
this Note may become or be declared due and payable in the manner and with the
effect provided in said Credit Agreement. In addition to and not in limitation
of the foregoing and the provisions of the Credit Agreement hereinabove defined,
the undersigned further agrees, subject only to any limitation imposed by
applicable law, to pay all expenses, including reasonable attorneys' fees and
legal expenses, incurred by the holder of this Note in endeavoring to collect
any amounts payable hereunder which are not paid when due, whether by
acceleration or otherwise.
This Note shall be governed by and construed in accordance with the
laws of the State of Michigan (without giving effect to the conflict of laws
rules of any jurisdiction).
The undersigned maker and all guarantors and
3
endorsers, hereby waive presentment, demand, notice, protest, notice of
intention to accelerate the indebtedness evidenced hereby, notice of
acceleration of the indebtedness evidenced hereby and all other demands and
notices in connection with the delivery, acceptance, performance and enforcement
of this Note, except as specifically otherwise provided in the Credit Agreement,
and assent to extensions of time of payment or forbearance or other indulgence
without notice.
Recourse to the general partner of the Borrower shall be limited as
provided in Section 32 of the Credit Agreement.
This Note is a note executed in amendment and restatement of the
"Notes" as such term is defined in the Prior Credit Agreement.
IN WITNESS WHEREOF the undersigned has by its duly authorized officers,
executed this Note under seal as of the day and year first above written.
RAMCO-GERSHENSON PROPERTIES, L.P.,
a Delaware limited partnership
By: Ramco-Xxxxxxxxxx Properties Trust, a
Maryland real estate investment trust, its
General Partner
By:
----------------------------------------------
Title:
-------------------------------------------
