Mortgage Loan Application and Amendment between Metropolitan Life Insurance Company and Kramont Realty Operating Partnership, L.P. (October 2002)

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Summary

This agreement is between Metropolitan Life Insurance Company (MetLife) and Kramont Realty Operating Partnership, L.P., with Kramont Realty Trust as general partner. It confirms the addition of several properties to a mortgage loan application, increasing the total loan amount to $190 million. The agreement outlines property-specific requirements, including leasing and rent conditions, and mandates environmental insurance coverage. The loan is subject to certain deposits, interest rate terms, and conditions such as a Wal-Mart lease at one property. Failure to meet insurance requirements is considered a default under the loan.

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EX-10.80 6 w84564exv10w80.txt MORTGAGE LOAN APPLICATION DATED 10/22/2002 Exhibit 10.80 September 18, 2002 Kramont Realty Trust 580 West Germantown Pike Suite 200 Plymouth Meeting, Pennsylvania 19462 Attention: Jeffrey Hipple Re: Mortgage Loan Application Gentlemen: Additional Application Provision 10 of the Mortgage Loan Application that you submitted to MetLife provides you with the right to propose adding additional properties to the loan transaction contemplated by the Application. This letter shall confirm that the following properties (the "Additional Properties") have been added to the pool of Properties covered by the loan transaction and that the total loan amount has been increased from $116,000,000 to $190,000,000:
Loan Loan Amount Improvements Size, Location and Address of Real Property - ----------------- ------------- --------------------------------------------------- ----------------------------------- Mall at Cross $ 30,500,000 A 2-story power center built in 1986 containing Approximately 10.07 acres of land County approximately 264,000 square feet of rentable area located on North Central Avenue with surface parking to accommodate 1,500 vehicles in Yonkers, New York. Barn Plaza $ 18,200,000 A 1-story neighborhood shopping center built in Approximately 42.3 acres of land 1990 containing approximately 238,255 square feet located at 1745 South Easton Road of rentable area with surface parking to in Doylestown, Pennsylvania accommodate 1,518 vehicles Bristol Commerce $ 14,800,000 A 1-story neighborhood shopping center built in Approximately 50 acres of land 1989 containing approximately 278,378 square feet located at the southeast corner of rentable area with surface parking to of Route 413 and Route 13 in accommodate 1,989 vehicles Bristol, Pennsylvania Valley Fair $ 10,500,000 A 1-story neighborhood shopping center built in Approximately 11.135 acres of 1988 containing approximately 109,841 square feet land located on Swedesford Road of rentable area with surface parking to in Devon, Pennsylvania accommodate 594 vehicles
In addition, the following changes are also made to the Application: 1. Additional Application Provision Number 3 is revised by changing the number "four (4)" appearing on the second line thereof to "five (5)". 2. Additional Application Provision Number 5 is revised to provide for the additional rent roll requirement for the Additional Properties, as follows:
Loan Annual Rent Amount -------------- ------------ Mall at Cross $ 4,160,000 County Barn Plaza $ 2,500,000 Bristol $ 2,000,000 Commerce Valley Fair $ 1,400,000
3. Additional Application Provision Number 5 is further revised by adding the following to the end of sub-paragraph (b) thereof: "Notwithstanding the foregoing, the Borrower shall have the right to eliminate any one of the Properties from the pool of Properties for any reason." 4. A new Additional Application Provision Number 12 is hereby added to the Application as follows: "12. Additional Leasing Requirement For Bristol Commerce Park. The funding of the Loan secured by the Bristol Commerce Park property is further conditioned on: (a) a lease (the "Wal-Mart Lease") being in place with Wal-Mart, as tenant, for not less than 118,000 s.f. of space at said property, for a term of not less than 10-years, and at an annual rent of not less than $4.90 per s.f.; and (b) Wal-Mart being in occupancy of, and paying rent for, the space covered by the Wal-Mart Lease. The Wal-Mart Lease shall also be subject to MetLife's Approval. In the event that the foregoing requirements of occupancy by Wal-Mart are not satisfied, the Borrower shall at the Closing deposit $2,000,000.00 with MetLife, which amount shall be held in escrow by MetLife pursuant to an escrow agreement Approved by MetLife. The escrow funds shall be released to the Borrower upon occupancy by Wal-Mart." This letter shall also confirm that interest shall accrue on the Loans secured by the Additional Properties effective on the day of the Closing at an annual interest rate equal to not less than (a) the sum of (i) 200 basis points (2.0%) plus (ii) the yield on securities issued by the United States Treasury having a maturity equal to 10-years as determined by MetLife's Treasury Trading Desk on the Business Day MetLife receives this letter executed by Borrower, together with the pledge (as clarified below) of the Additional Deposit (as defined below), or (b) 5.90%. For purposes hereof, the term "Additional Deposit" shall mean Series D preferred stock of Kramont Realty Trust or cash or a Letter of Credit having a market value of not less than $2,220,000 on the date that this letter is returned to MetLife. The Additional Deposit shall be deposited in escrow by the Borrower and pledged to MetLife (pursuant to a pledge agreement Approved by MetLife) and shall be considered and treated as part of the Deposit under the Application. The pledge agreement shall require that additional preferred stock shall, upon the request of MetLife, be deposited in escrow by the Borrower in order to ensure that the market value of said stock does not fall below $2,220,000.00 at any time prior to the Closing. To indicate your agreement with the foregoing, please sign the duplicate original of this letter where indicated below and return it to us on or before September __, 2002. Very truly yours, METROPOLITAN LIFE INSURANCE COMPANY /s/ Kevin Cavanaugh - ------------------------------------ By: Kevin Cavanaugh Title: Vice President AGREED AND ACCEPTED THIS 18th DAY OF SEPTEMBER, 2002 KRAMONT OPERATING PARTNERSHIP, L.P., a Delaware limited partnership By: KRAMONT REALTY TRUST, general partner /s/ Carl Kraus ------------------------------- By: Carl Kraus Title: SVP & CFO VIA TELECOPIER AND U.S. MAIL October 22, 2002 Kramont Operating Partnership, L.P. c/o Kramont Realty Trust Plymouth Plaza 580 West Germantown Pike, Suite 200 Plymouth Meeting, Pennsylvania 19462 Attention: Louis P. Meshon, Sr. Re: $190,000,000 Mortgage Loan Application - Multiple Properties Dear Mr. Meshon: Please find enclosed the Mortgage Loan Application, which has been accepted by MetLife as of the date hereof, provided, however, that the following change is made: 1. A new Additional Application Provision Number 13 is hereby added to the Application as follows: "13. Additional Environmental Insurance Requirement. Notwithstanding anything to the contrary in the Application or in the Closing Requirements, the following environmental insurance requirement shall be required to be complied with by the Borrower prior to the Closing with respect to each of the Properties: (a) Borrower shall obtain an environmental insurance policy covering each of the Properties, with such policy naming MetLife as an additional insured, in form, scope and substance and with an insurance carrier, subject to MetLife's Approval (not to be unreasonably withheld); (b) the amount of the policy shall be not less than $10,000,000.00 in the aggregate, and $3,000,000.00 per occurrence, and with a deductible of not more than $500,000.00; (c) the policy shall be in effect for the entire term of the Loans, however, the initial term of the policy may be for at least 1-year, provided that all renewals of the policy are for not less than 5-years; and (d) the failure of the Borrower to maintain such policy in full force and effect for the term of the Loans, as aforesaid, shall constitute an event of default under the Loan Documents." To indicate your agreement with the foregoing, please sign the duplicate original of this letter where indicated below and return it to us on or before October 28, 2002. Very truly yours, METROPOLITAN LIFE INSURANCE COMPANY /s/ David Politano - --------------------------------- By: David Politano Title: Director AGREED AND ACCEPTED THIS 28th DAY OF OCTOBER, 2002 KRAMONT REALTY OPERATING PARTNERSHIP, L. P. By: Kramont Realty Trust, general partner /s/ Louis P. Meshon, Sr. -------------------------------- By: Louis P. Meshon, Sr. Title: President and Chief Executive