Exhibit 10.49
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Dated as of June 30, 2004
MORTGAGE MODIFICATION AGREEMENT
between
ACADIA TOWN LINE, LLC,
a Connecticut limited liability company,
Mortgagor,
and
FLEET NATIONAL BANK, as
Administrative Agent for Lenders (as hereinafter defined)
(together with its successors in such capacity, "Mortgagee")
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RECORD AND RETURN TO:
Xxxxxx Xxxxxx LLP
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxx, Esq.
MORTGAGE MODIFICATION AGREEMENT
MORTGAGE MODIFICATION AGREEMENT dated this 30th day of June,
2004 between ACADIA TOWN LINE, LLC ("Mortgagor") and FLEET NATIONAL BANK, as
Administrative Agent ("Mortgagee").
W I T N E S S E T H:
WHEREAS, Mortgagee is now the lawful owner and holder of the
note (collectively, the "Original Note") secured by that certain Open-End
Mortgage Deed, Security Agreement and Assignment of Leases and Rents from
Mortgagor to Fleet Bank, National Association dated as of March 23, 1999 and
recorded in the Land Records of Hartford County, Connecticut in Volume 340 at
page 264 (the "Original Mortgage");
WHEREAS, the maximum principal amount which is or under any
contingency may be secured by the Original Mortgage prior to the effect of this
Mortgage Modification Agreement is $7,000,000, plus interest thereon and all
additional interest and late payment and prepayment charges in respect thereof,
plus all amounts expended by Mortgagee following a default thereunder in respect
of insurance premiums and real estate taxes, and all legal costs or expenses of
collection of the note(s) secured thereby or of the defense or prosecution of
the rights and lien created thereby;
WHEREAS, Mortgagee, Mortgagor, RD Abington Associates Limited
Partnership ("Abington Mortgagor"), RD Methuen Associates Limited Partnership
("Methuen Mortgagor"), RD Branch Associates, L.P. ("Branch Mortgagor") and
Heathcote Associates, L.P. ("Gateway Mortgagor") have entered into that certain
Amended and Restated Term Loan Agreement dated as of the date hereof (the
"Amended and Restated Loan Agreement"), which Amended and Restated Loan
Agreement consolidates the Original Note with certain other notes and extends,
amends and restates the terms thereof in their entirety;
WHEREAS, the notes consolidated and modified pursuant to the
Amended and Restated Loan Agreement (as the same may hereafter be modified,
amended, extended, restated or replaced from time to time, the "Note") evidence
a consolidated indebtedness (the "Consolidated Indebtedness") in the principal
amount of up to $45,900,000 and Mortgagor and Mortgagee have agreed to increase
the Mortgage Amount of the Original Mortgage to $45,900,000 in order that the
Original Mortgage, as modified hereby, shall secure the entire Consolidated
Indebtedness;
WHEREAS, the Original Mortgage is a first priority mortgage
encumbering the property described on SCHEDULE A attached hereto and made a part
hereof (the "Premises");
WHEREAS, Mortgagor is the lawful owner of the Premises; and
WHEREAS, Mortgagee and Mortgagor have agreed to modify, amend
and restate in their entirety the terms of the Original Mortgage in the manner
hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein expressed, the parties hereto covenant and agree as follows:
1. The Original Mortgage is hereby amended and restated in
its entirety by the terms and conditions attached hereto as Exhibit A.
2. Mortgagor represents and warrants that there exist no
defenses, offsets or counterclaims with respect to its obligations under the
Original Mortgage, as modified hereby, or under the Note.
3. Except as modified hereby the Original Mortgage remains
unmodified and in full force and effect.
4. The terms and provisions hereof shall be binding upon
and inure to the benefit of the parties hereto and their heirs, representatives,
successors and assigns.
5. This Agreement may be executed in multiple counterparts,
each of which shall constitute an original and together which shall constitute
but one and the same instrument.
6. The maturity date of the Note is June 29, 2012.
7. The information set forth on the cover hereof is
incorporated herein.
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2
IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by each of the parties hereto as of the day and year first above
written.
ACADIA TOWN LINE, LLC
By: Acadia Realty Limited Partnership,
a Delaware limited partnership,
its sole member
By: Acadia Realty Trust,
a Maryland real estate
investment trust,
its general partner
By
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Xxxxxx Xxxxxxx
Senior Vice President
FLEET NATIONAL BANK, as Administrative
Agent
By
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Xxxxxx X. Xxxxx
Vice President
The undersigned joins in the execution and authorizes the
delivery of this Mortgage Modification Agreement for the purpose of confirming
and reaffirming its acceptance and agreement to the provisions of paragraph 3.19
of the Mortgage as amended and restated hereby.
ACADIA REALTY LIMITED PARTNERSHIP
By: Acadia Realty Trust,
its general partner
By
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Xxxxxx Xxxxxxx
Senior Vice President
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the 30th day of June in the year 2004, before me, the
undersigned, a notary public in and for said state, personally appeared Xxxxxx
Xxxxxxx, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual(s) whose name(s) is (are) subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in
his/her/their capacity(ies), and that by his/her/their signature(s) on the
instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument.
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Notary Public
My Commission Expires:
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STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the 30th day of June in the year 2004, before me, the
undersigned, a notary public in and for said state, personally appeared Xxxxxx
X. Xxxxx, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual(s) whose name(s) is (are) subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in
his/her/their capacity(ies), and that by his/her/their signature(s) on the
instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument.
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Notary Public
My Commission Expires:
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SCHEDULE A
