EXHIBIT 10.1
Obligor No. 0184735387
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AMENDMENT AGREEMENT
Amendment No. 6 to Business Loan Agreement
THIS AGREEMENT is made as of April 30, 2003, by and between STANDARD
FEDERAL BANK N.A., a national banking association formerly known as Michigan
National Bank (the "Bank"), AGREE LIMITED PARTNERSHIP, a Delaware limited
partnership ("Borrower"), and AGREE REALTY CORPORATION, a Maryland corporation
("Guarantor").
RECITALS:
A. Borrower and the Bank entered into a Business Loan Agreement, dated
September 30, 1996, as amended by First Amendment dated October 1, 1997, a
Second Amendment dated October 19, 1998, a Third Amendment dated December 19,
1999, a Fourth Amendment dated February 11, 2001 and a Fifth Amendment dated
April 30, 2002 (the "Loan Agreement"), pursuant to which the Bank has extended
to the Borrower a Line of Credit, as evidenced by a Seventh Amended and Restated
Promissory Note (Line of Credit), dated April 30, 2002, in the principal amount
of $5,000,000.00 (the "Note"), secured by various Second Mortgages, Assignments
of Leases and Rents, Security Agreements and Fixture Financing Statements, and
Deed of Trusts dated May and June, 1996 (the "Mortgages"), and various Second
Assignments of Leases and Rents, dated May and June, 1996 (the "Assignments"),
and supported by an Amended and Restated Guaranty, executed by the Guarantor,
dated September 30, 1996 (the "Guaranty"). The foregoing documents and any other
documents and instruments executed in conjunction therewith are herein referred
to collectively as the "Loan Documents".
B. The Borrower has requested a modification to certain of the terms and
provisions of the Loan Documents and the Bank and Guarantor are agreeable
thereto, on the terms and conditions herein provided.
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and of other good and valuable consideration the receipt and sufficiency whereof
are hereby acknowledged, Borrower, Guarantor and the Bank hereby agree as
follows:
1. The Borrower hereby warrants and represents:
a. The Borrower is a Delaware limited partnership duly organized and
validly existing under the laws of the State of Michigan. All of the
general partners of the Borrower have approved of the Borrower executing
and delivering this Amendment Agreement and the Borrower has duly
authorized and validly executed and delivered this Amendment Agreement.
b. This Amendment Agreement and the Loan Agreement (as hereby amended)
are valid and enforceable according to their terms and do not conflict with
or violate Borrower's organizational documents or any agreement or
covenants to which Borrower is a party. There are no defenses to or offsets
against Borrower's obligations under the Loan Agreement, the Note or the
other Loan Documents.
c. The Mortgages are valid and enforceable in accordance with their
terms. The Bank holds valid and perfected mortgage interests in the real
property described in the Mortgages and Borrower is aware of no claims or
interests in such property prior or paramount to the Bank's, except for
liens or encumbrances described in the Mortgages.
d. The Assignments are valid and enforceable in accordance with their
terms. The Bank holds valid and perfected assignments of leases and rents
covering the real property described in the
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Assignments and Borrower is aware of no claims or interests in such
property prior or paramount to the Bank's, except for liens or encumbrances
described in the Assignments.
e. The Guaranty is valid and enforceable in accordance with its terms
and the Guarantor presently has no valid and existing defense to liability
thereunder.
2. The Loan Agreement is hereby amended in the following respects only:
a. The MATURITY DATE and LOAN DATE set forth in Section I of the Loan
Agreement are changed to read "April 30, 2004" and "April 30, 2003,"
respectively.
b. Section B of the Loan Agreement is hereby deleted in its entirety and
replaced by the following new Section B.:
B. BOOKS AND REPORTS.
1. ANNUAL CPA FINANCIAL STATEMENTS. Within 120 days after the end
of each fiscal YEAR, Borrower shall furnish to Bank, in form
acceptable to Bank, consolidated audited financial statements,
of Borrower and Guarantor, for the fiscal period prepared by an
independent certified public accountant acceptable to the Bank.
2. QUARTERLY CPA FINANCIAL STATEMENTS. With 60 days after the end
of each fiscal QUARTER, Borrower shall furnish to Bank, in form
acceptable to Bank, consolidated financial statements, of
Borrower and Guarantor, for the fiscal period prepared by an
independent certified public accountant acceptable to the Bank.
3. GUARANTOR SEC INFORMATION. (a) Within 60 days after the end of
each fiscal quarter, Borrower shall cause Guarantor to furnish
to Bank a copy of its current quarterly 10-Q report, and (b)
within 120 days after the end of each fiscal YEAR, Borrower
shall cause Guarantor to furnish to Bank a copy of its current
annual 10-K report
4. OPERATING STATEMENTS AND RENT ROLLS. Within 60 days after the
end of each fiscal QUARTER, furnish to Bank, in form acceptable
to the Bank, detailed operating statements and rent rolls for
the properties which secure the Line of Credit (the
"Properties"), identifying each tenant of the Properties, the
space leased, the rental payable by each tenant, and such other
information and data as the Bank may reasonably require.
c. The following new items 27 and 28 are hereby added to the list of
Related Documents contained in Section V. A. of the Loan Agreement:
27. Second Open-End Mortgage, Assignment of Leases and Rents,
Security Agreement and Fixture Financing Statement, dated
______________________, for Borders and TGI Friday's,
Monroeville, Pa.
28. Second Open-End Mortgage, Assignment of Leases and Rents,
Security Agreement and Fixture Financing Statement, dated
______________________, for Borders #2, Columbus, OH.
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3. Simultaneously with the execution of this Amendment Agreement, the
Borrower shall execute and deliver to the Bank a renewal Promissory Note (Line
of Credit) to evidence a renewal of the line of credit evidenced by the Note.
4. Simultaneously with the execution of this Amendment Agreement, the
Borrower shall execute and deliver to the Bank a second open-end mortgage on
certain real property located at 000 Xxxx Xxxxxxxxx (Xxxxxxx) and 000 Xxxx
Xxxxxxxxx (XXX Xxxxxx'x), Xxxxxxxxxxx, XX, as additional security for the Note.
5. Simultaneously with the execution of this Amendment Agreement, the
Borrower shall execute and deliver to the Bank a second open-end mortgage on
certain real property located at 0000 Xxxxx Xxxx, Xxxxxxxx, XX, as additional
security for the Note.
6. Guarantor acknowledges and consents to the amendments to the Loan
Documents herein provided and agrees that the Guaranty shall continue and remain
in full force and effect with respect to the Loan Documents as herein amended.
7. Except as amended herein and in any other amendments executed in
conjunction herewith, the Loan Documents shall remain in full force and effect.
IN WITNESS WHEREOF the parties hereto have executed this agreement as of
the date stated in the first paragraph above.
Witness: BORROWER:
AGREE LIMITED PARTNERSHIP, a Delaware
limited partnership
By: Agree Realty Corporation, a
Maryland corporation
Its: General Partner
By: /s/ Xxxxxxx Agree
--------------------------------- --------------------------
Xxxxxxx X. Agree
Its: President
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00000 Xxxxxxxxxxxx Xxxxxxx
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Address
Xxxxxxxxxx Xxxxx, XX 00000
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GUARANTOR:
AGREE REALTY CORPORATION, a
Maryland corporation
By: /s/ Xxxxxxx Agree
--------------------------------- ---------------------------------
Xxxxxxx X. Agree
Its: President
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BANK:
Standard Federal Bank N.A., a national
banking association
By:/s/ Xxxxx Xxx Xxxxx
---------------------------------
Xxxxx Xxx Xxxxx
Its: First Vice President
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