SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 1, 1995
JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP
-------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Massachusetts 0-13473 04-2830750
------------- ------- ----------
(State of (Commission (IRS Employer
Organization) File No.) Identification No.)
200 Berkeley Street
Boston, MA 02117 (800) 722-5457
----------------- --------------
(Address of principal executive (Registrant's telephone
offices, including zip code) number, including area
code)
Not Applicable
--------------
(Former name or former address, if changed since last report)
Page 1 of 18
<PAGE>
JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
ITEM 5 - Other Information
- --------------------------
Maturity of the Mortgage Loan on the Fisherman's Village Apartments
- -------------------------------------------------------------------
On November 1, 1995, the mortgage note on the Fisherman's Village
Apartments came due. At that time, John Hancock Properties Limited
Partnership (the "Partnership") did not have sufficient cash to pay the
outstanding principal balance of the mortgage note in the amount of
$8,693,775. John Hancock Realty Equities, Inc., the managing general
partner of the Partnership (the "Managing General Partner"), had pursued
obtaining an extension on the mortgage loan from the lender; however, the
lender would only agree to a six month extension at a cost of two percent
of the outstanding principal balance. After reviewing the terms of the
lender's proposed extension and other third party financing options, John
Hancock Realty Equities, Inc. determined that it was in the best interest
of the Partnership to have the Managing General Partner provide short-term
financing to the Partnership. Therefore, on November 1, 1995 the Managing
General Partner purchased the mortgage loan from the existing lender for
the amount of the outstanding principal balance, or $8,693,775. In
connection therewith, the Partnership made a $500,000 payment towards the
outstanding balance of the mortgage loan and the mortgage loan was modified
to i) reflect the $500,000 lump-sum cash payment made by the Partnership to
the Managing General Partner; ii) extend the maturity date of the mortgage
to November 1, 1996; iii) allow for prepayment at any time; and iv) adjust
the interest rate on the loan to the base lending rate charged by the First
National Bank of Boston, or 8.75%, payable monthly. (The Partnership
Agreement provides that the Managing General Partner may loan funds to the
Partnership at an interest rate that shall not exceed by more than 2% the
base rate of the First National Bank of Boston.) In the Managing General
Partner's opinion, this transaction substantially benefits the Partnership
because it provides the Partnership with financing on terms significantly
more favorable than the financing that was otherwise available to the
Partnership.
The Managing General Partner currently anticipates that the Partnership
will obtain the funds necessary to satisfy the mortgage indebtedness, which
is due on November 1, 1996, through the sale of the Fisherman's Village
Apartments.
2
<PAGE>
JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
ITEM 7 - Financial Statements and Exhibits
- ------------------------------------------
Exhibits
1. Assignment of Mortgage and Assignment of Mortgage Loan
Documents between Pacific Mutual Life Insurance Company
and John Hancock Realty Equities, Inc. dated November 1,
1995 5
2. Renewal Note between John Hancock Properties Limited
Partnership and John Hancock Realty Equities, Inc. dated
November 1, 1995 8
3. Mortgage Modification Agreement between John Hancock
Properties Limited Partnership and John Hancock Realty
Equities, Inc. dated November 1, 1995 11
3
<PAGE>
JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP
(A Massachusetts Limited Partnership)
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report on Form 8-K to be signed on its
behalf by the undersigned, hereunto duly authorized, on the 21th day of
November, 1995.
John Hancock Properties Limited Partnership
By: John Hancock Realty Equities, Inc.,
Managing General Partner
By: WILLIAM M. FITZGERALD
-------------------------------
William M. Fitzgerald, President
By: RICHARD E. FRANK
-------------------------------
Richard E. Frank, Treasurer
(Chief Accounting Officer)
8K1195BY.DOC
4
ASSIGNMENT OF MORTGAGE
----------------------
AND
---
ASSIGNMENT OF MORTGAGE LOAN DOCUMENTS
-------------------------------------
THIS INSTRUMENT CONSTITUTES AN "ASSIGNMENT OF MORTGAGE" FOR
PURPOSES OF SECTION 701.02, FLORIDA STATUTES (1989), AND
NOTICE OF THIS "ASSIGNMENT OF MORTGAGE" IS HEREBY GIVEN TO
ALL CREDITORS, TO ALL SUBSEQUENT PURCHASERS, AND TO ALL OF
THE WORLD.
KNOW ALL MEN BY THESE PRESENTS:
That PACIFIC MUTUAL LIFE INSURANCE COMPANY, a California corporation,
having an address of 700 Newport Center Drive, Newport Beach, California
92660 (hereinafter referred as "PMLIC"), for and in consideration of the
sum of Ten and no/100 Dollars ($10.00) and other good and valuable
considerations, the receipt and sufficiency of which said considerations
are acknowledged by PMLIC, does hereby irrevocably and without recourse
grant, bargain, assign, transfer and set over unto JOHN HANCOCK REALTY
EQUITIES, INC., a Delaware corporation ("Assignee") that certain Mortgage
and all of those certain loan documents and instruments which are listed
and described on Exhibit A attached hereto and by reference incorporated
herein (each, any and all of said loan documents and instruments including
said Mortgage being hereinafter referred to as the "Loan Documents"),
together with all of the right, title, interest and privilege of PMLIC in,
to, and under the Loan Documents, as mortgagee, holder, payee, assignee,
secured party, or otherwise, the Loan Documents having been given to, made
with, or made in favor of PMLIC by JOHN HANCOCK PROPERTIES LIMITED
PARTNERSHIP, a Massachusetts limited partnership (hereinafter referred to
as the "Mortgagor")
NOTA BENE: State of Florida Documentary Stamp Tax and Intangible Tax is
not required in connection with the recording of this Assignment in that at
the time of the recording of the various Loan Documents which have been
assigned and transferred hereby, all applicable State of Florida
Documentary Stamp Tax and Intangible Tax in the amounts required by law
were paid in full. No new money has been advanced to the Mortgagor named
herein in connection with the execution, delivery and recording of this
Assignment and there has been no enlargement of the existing principal
balance of the indebtedness evidenced, represented, or secured by the Loan
Documents which have been assigned and transferred hereby.
<PAGE>
in connection with a first mortgage loan made by PMLIC to Mortgagor
encumbering all of that certain improved real property located in Orange
County, Florida, which is owned by Mortgagor and which is particularly
described on Exhibit B attached hereto and by reference incorporated
herein, and also pledging and creating a security interest in and to all of
that certain personal property located in, on, at or related to said real
property, which personal property is owned by Mortgagor and is particularly
described on Exhibit C attached hereto and by reference incorporated
herein.
TO HAVE AND TO HOLD all of the Loan Documents listed and described on
attached Exhibit A and all of the monies due and to become due thereunder
unto Assignee, as aforesaid and its successors and assigns, absolutely and
forever.
This Assignment is made without recourse to or against PMLIC and
without representation or warranty, except that PMLIC, intending to bind
itself and its successors and assigns, does hereby represent and warrant to
the Assignee, its successors and assigns that PMLIC is the owner and holder
of all of the Loan Documents listed and described on attached Exhibit A and
has good title to the same; that PMLIC has full power and authority to
transfer all of the Loan Documents to Assignee; that PMLIC has not
previously pledged, transferred or encumbered the Loan Documents or any
interest therein; that PMLIC has not previously modified or amended any of
the terms and provisions of any of the Loan Documents in any respect except
as may be specified on attached Exhibit A; that PMLIC is not aware of any
collateral agreements affecting or involving any of the Loan Documents; and
that none of the terms and provisions of the Loan Documents are subject to
any oral or implied promises or conditions.
IN WITNESS WHEREOF, PMLIC has caused this Assignment of Mortgage and
Assignment of Mortgage Loan Documents to be executed in its name and its
seal to be affixed, by its proper officers thereunto duly authorized, on
this 1ST of NOVEMBER, 1995.
Signed, Sealed and PACIFIC MUTUAL LIFE INSURANCE
Delivered COMPANY,
in the Presence of: a California corporation
PATTIE A SNEED BY: M.A. CURRAN
- --------------- ---------------
NAME: Pattie A. Sneed NAME: M.A. Curran
TITLE: Vice President
DENISE M. KELLY
- --------------- BY: PENNY S. SPARKS
NAME: Denise M. Kelly ---------------
NAME: Penny S. Sparks
TITLE: Assistant Secretary
Address: 700 Newport Center Drive
Newport Beach, CA 92660
<PAGE>
STATE OF CALIFORNIA)
COUNTY OF ORANGE)
I HEREBY CERTIFY that on this day, before me, an officer duly
authorized in the County aforesaid and in the State aforesaid to take
acknowledgments, personally appeared M.A. CURRAN, as VICE PRESIDENT and
PENNY S. SPARKS, as ASSISTANT SECRETARY of Pacific Mutual Life Insurance
Company, a California corporation, who executed the foregoing instrument on
behalf of the corporation and acknowledged to and before me that he/she did
so voluntarily and for the purposes set forth herein, and who produced M.A.
CURRAN & PENNY S. SPARKS as identification/is personally known to me.
WITNESS my hand and official seal in the County and State last
aforesaid this 2ND day of NOVEMBER, 1995.
MICHELLE R. SPEETZEN
--------------------
Notary Public
State of CALIFORNIA
NAME: Michelle R. Speetzen
COMMISSION NO.: 1006593
My Commission expires: 10/13/97
(Notary Seal)
8K1195X1.DOC
RENEWAL NOTE
------------
$8,193,774.44 November 1, 1995
FOR VALUE RECEIVED, the undersigned, JOHN HANCOCK PROPERTIES LIMITED
PARTNERSHIP, a Massachusetts limited partnership ("Borrower"), hereby
promises to pay to the order of JOHN HANCOCK REALTY EQUITIES, INC., a
Delaware corporation (herein sometimes referred to as "Noteholder," which
term shall also include any future holder of this note), at its main
office, 200 Berkeley Street, Boston, MA 02117, or at such other place or to
such party or parties as Noteholder may from time to time designate, the
principal sum of Eight Million One Hundred Ninety-Three Thousand Seven
Hundred Seventy-Four and 44/100 Dollars ($8,193,774.44), with interest
thereon computed from the date hereof at the rate of eight and seventy-five
percent (8.75%) per annum payable interest only in the amount of Fifty-Nine
Thousand Seven Hundred Forty-Six and 27/100 Dollars ($59,746.27) on the
first day of each month, with the first payment due on December 1, 1995;
provided, however, that on November 1, 1996 (the "Maturity Date") the
entire unpaid principal balance plus interest thereon outstanding shall be
due and payable in full.
All payments hereunder shall be payable in lawful money of the United
States which shall be legal tender for public and private debts at the time
of the payment. All interest payments shall be computed on the basis of a
360-day year composed of twelve 30-day months.
Each overdue and unpaid installment of interest, principal or other
payments required hereunder and all sums due at Maturity Date as the same
may be extended as hereinafter provided shall be subject to a late charge
of four percent (4%) of any such unpaid installment of interest, principal
or other payment which is not received by Noteholder on or before the due
date thereof to cover the extra expense involved in handling delinquent
payments, and an additional charge of four percent (4%) of such unpaid
installment shall be due and payable on the date when each subsequent
payment required hereunder falls due for so long as such installment shall
remain unpaid, such charge or charges to be in addition to the default
interest rate hereinafter provided. While any default exists in the making
of any of said payments or in the performance or observance of any of the
covenants or agreements of this renewal note, or of any instrument now or
hereafter evidencing or securing the indebtedness evidenced hereby, the
undersigned further promises to pay, on each date aforesaid, additional
interest on the
NOTA BENE: State of Florida Documentary Stamp Tax in the amount required
by law has been paid and the documentary stamps obtained upon
such payment have been affixed to that certain Mortgage and
Security Agreement given by the Borrower and recorded in
Official Records Book 3703 at Page 226, Public Records of
Orange County, Florida.
<PAGE>
principal balance of this renewal note then outstanding at the rate equal
to the highest rate permitted by law, but in no event to exceed fifteen and
seventy-five per centum (15.75%) per annum, provided that any additional
interest which has accrued shall be paid at the time of and as a condition
precedent to the curing of any default. Upon any such default the
Noteholder may apply payments received on any amounts due hereunder or
under the terms of any instrument now or hereafter evidencing or securing
said indebtedness as said holder may determine and, if the Noteholder so
elects, notice of election being expressly waived, the principal remaining
unpaid with accrued interest shall at once become due and payable.
The undersigned waives presentment, protest and demand, notice of
protest, demand and dishonor and non-payment of this renewal note and
agrees to pay all costs of collection when incurred, including reasonable
attorneys' fees, including fees for matters in appellate courts, and to
perform and comply with each of the covenants, conditions, provisions and
agreements of the Borrower contained in every instrument now evidencing or
securing said indebtedness. No extension of the time for the payment of
this renewal note or any installment hereof made by agreement with any
person now or hereafter liable for the payment of this renewal note shall
operate to release, discharge, modify, change or affect the original
liability under this renewal note, either in whole or in part, of any of
the undersigned not a party to such agreement. Notwithstanding any
provision herein or in any instrument now or hereafter securing said
indebtedness, the total liability for payments in the nature of interest
shall not exceed the limits now imposed by the usury laws of Florida.
This renewal note is given for a loan of Eight Million One Hundred
Ninety-Three Thousand Seven Hundred Seventy-Four and 44/100 Dollars
($8,193,774.44) and is secured by a Mortgage and Security Agreement (the
"Mortgage") from Borrower to Pacific Mutual Life Insurance Company, a
California corporation ("PMLIC"), recorded in Official Records Book 3703,
at Page 226, Public Records of Orange County, Florida, in the original
principal amount of $8,850,000.00, and modified pursuant to that certain
Promissory Note and Mortgage Renewal and Modification Agreement dated
November 1, 1992 and recorded in Official Records Book 4505, Page 962,
Public Records of Orange County, Florida, and further modified pursuant to
that certain Mortgage Modification Agreement entered into by and between
Borrower and the Noteholder of even date herewith, recorded/to be recorded
in the Public Records of Orange County, Florida, which Mortgage, as
amended, is a lien on real and personal property located in Orange County,
Florida and shall be construed by the law of the State of Florida.
Notwithstanding any provision herein or in the Mortgage, the total
liability for payments in the nature of interest shall not exceed the
limits now imposed by the usury laws of the State of Florida.
2
<PAGE>
This renewal note renews that certain Promissory Note dated October
17, 1985 in favor of PMLIC in the original principal amount of
$8,850,000.00, which Promissory Note has been assigned by PMLIC to the
Noteholder.
JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP, a
Massachusetts limited partnership, by its Managing
General Partner:
JOHN HANCOCK REALTY EQUITIES, INC., a Delaware
corporation
By: RICHARD E. FRANK
Name: Richard E. Frank
Title: Treasurer
(CORPORATE SEAL)
8K1195X2.DOC
3
This Instrument Prepared By:
Thomas V. Eagan, P.A.
Steel Hector & Davis
4000 First Union Financial Center
Miami, Florida 33131-2398
MORTGAGE MODIFICATION AGREEMENT
-------------------------------
THIS MORTGAGE MODIFICATION AGREEMENT ("Agreement"), made this 1ST day
of NOVEMBER, 1995 by and between John Hancock Properties Limited
Partnership, a Massachusetts limited partnership (the "Mortgagor") and John
Hancock Realty Equities, Inc., a Delaware corporation (the "Mortgagee"),
whose mailing address is 200 Berkeley Street, Boston, Massachusetts 02117.
WITNESSETH:
-----------
WHEREAS, Pacific Mutual Life Insurance Company, a California
corporation ("PMLIC") and the Mortgagor entered into that certain loan
transaction (the "Loan") wherein PMLIC loaned to Mortgagor the original
principal amount of Eight Million Eight Hundred Fifty Thousand and No/100
Dollars ($8,850,000.00) as evidenced by that certain Promissory Note dated
the 17th day of October, 1985 (the "Original Note"); and
WHEREAS, in connection with the Loan, the Mortgagor executed and
delivered that certain Mortgage and Security Agreement dated the 16th day
of October, 1985, in favor of PMLIC recorded in Official Records Book 3703,
Page 226, Public Records of Orange County, Florida and modified by that
certain Promissory Note and Mortgage Renewal and Modification Agreement
dated November 1, 1992 and recorded in Official Records Book 4505, Page
962, Public Records of Orange County, Florida (collectively, the
"Mortgage"), as well as other loan documents more particularly described in
Exhibit A attached hereto and made a part hereof (the Mortgage and said
loan documents are hereinafter sometimes collectively referred to as the
"Loan Documents"); and
WHEREAS, the Loan Documents were assigned by PMLIC to the Mortgagee
pursuant to that certain Assignment of Mortgage and Assignment of Mortgage
Loan Documents dated the 1ST day of NOVEMBER, 1995 and recorded in Official
Records Book 4971, Page 2841, Public Records of Orange County, Florida; and
WHEREAS, the Mortgage encumbers the real property located in Orange
County, Florida, and described in Exhibit B attached hereto and made a part
hereof, as well as personal property more particularly described in the
Mortgage (said real property and personal property hereinafter collectively
referred to as the "Property"); and
WHEREAS, the Mortgagor and Mortgagee have agreed to modify the
Mortgage in the manner hereinafter set forth;
<PAGE>
NOW THEREFORE, for and in consideration of the sum of Ten and No/100
Dollars ($10.00) and other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, and in further consideration of
the agreements hereinafter set forth, the Mortgagor and Mortgagee hereby
agree as follows:
1. That each and every of the above recitals is true and correct,
and are incorporated by reference herein.
2. Mortgagor acknowledges that the unpaid balance due on the
original obligation secured by the Loan Documents at the time of the
assignment of the Loan Documents to the Mortgagee was a sum in the amount
of Eight Million Six Hundred Ninety-Three Thousand Seven Hundred Seventy-
Four and 44/100 Dollars ($8,693,774.44) as of the first day of November,
1995, plus any interest owed thereon, and that said unpaid principal
balance has been further reduced by Mortgagor paying to Mortgagee of even
date herewith a sum in the amount of Five Hundred Thousand and 00/100
Dollars ($500,000.00), and as a result of said payment, the unpaid
principal balance owed to Mortgagee is a sum in the amount of Eight Million
One Hundred Ninety-Three Thousand Seven Hundred Seventy-Four and 44/100
Dollars ($8,193,774.44).
3. Mortgagee continues to own the Mortgage which is a first lien on
the Property.
4. The principal due Mortgagee and interest thereon shall be paid
pursuant to the terms and conditions of the Renewal Note in the principal
amount of Eight Million One Hundred Ninety-Three Thousand Seven Hundred
Seventy-Four and 44/100 Dollars ($8,193,774.44) given by Mortgagor in favor
of Mortgagee, and dated the 1st day of November, 1995 (the "Renewal Note"),
which provides, in part, for monthly payments of interest in the amount of
Fifty-Nine Thousand Seven Hundred Forty-Six and 27/100 Dollars ($59,746.27)
which shall be due and payable on the first day of December, 1995 and on
the first day of each month thereafter; provided, however, that on the
first day of November, 1996, the entire unpaid principal balance, plus
interest thereon shall be due and payable in full, if not sooner paid.
5. The Mortgagor has no defense or right to offset with respect to
the indebtedness evidenced by the Renewal Note and secured by the Loan
Documents.
2
<PAGE>
6. The Mortgagor ratifies and confirms that the maturity date of the
Renewal Note is November 1, 1996 (the "Maturity Date"), and that, unless
sooner due, all unpaid principal and all accrued and unpaid interest shall
be due and payable on the Maturity Date. The Mortgagor further ratifies
and confirms the lien and security interest of the Loan Documents upon or
in any and all property, real, personal, or mixed, tangible or intangible,
now encumbered by the Loan Documents, and grants to the Mortgagee the
benefit of a lien upon and security interest in all such property, as
security for the indebtedness as evidenced by the Renewal Note all with the
same force and effect as if the provisions of this Agreement originally had
been incorporated into the Original Note and Loan Documents. The foregoing
grant is a supplemental further assurance of title as nothing contained in
this document alters, discharges or impairs the lien and security interest
of the Loan Documents, or their respective priorities. Except as herein
modified and amended, the terms and conditions of the Loan Documents, and
all of the documents recited herein or executed with respect to the
foregoing are hereby ratified and affirmed and will remain in full force
and effect.
7. The Mortgagor acknowledges by its execution hereof that, as of
the date hereof, (A) all principal and interest evidenced by the Renewal
Note to the date of this Agreement are unconditionally due and owing to the
Mortgagee as provided in the Renewal Note and that the Mortgagor has no
actions, defenses, demands and/or claims of set-off or deduction
whatsoever, against (i) the Mortgagee, (ii) the indebtedness evidenced by
the Renewal Note and owed to the Mortgagee, or (iii) the Loan Documents,
and (B) to the best of Mortgagor's knowledge, the Mortgagee has in no way
defaulted or performed any act or omission under the Renewal Note or the
Loan Documents or any other agreements between the Mortgagor and the
Mortgagee (including Mortgagee's predecessor-in-interest), which would or
could give rise to any action or actions, cause or causes of actions,
suits, debts, sums of money, damages, claims, costs, expenses and/or
demands whatsoever, in law or in equity or otherwise, by the Mortgagor
against the Mortgagee. Furthermore, the Mortgagor for itself, its
partners, officers and directors, affiliates, successors and assigns, and
all others claiming by or through them, hereby fully remises, releases and
forever discharges the Mortgagee, its officers, directors, agents and
employees, affiliates, predecessors-in-interest, successors and assigns of
and from any and all manner of action and actions, cause and causes of
action, whether sounding in contract or in tort, or otherwise, suits,
debts, dues, sums of money, accounts, reckonings, covenants, contracts,
controversies, claims and demands of every kind and nature whatsoever, in
law or in equity, accrued or unaccrued, known or unknown, fixed or
contingent, which against it can, shall or may have for, on, or by reason
of any matters, causes or things whatsoever which, as of the date hereof,
may arise out of or in any way relate to the Loan or the Renewal Note
and/or the Loan Documents or arising out of any negotiations or
communications entertained in connection with this Agreement.
8. The Mortgagor hereby represents and warrants to the Mortgagee
that the execution and delivery of this Agreement has been authorized by
all necessary partnership action required pursuant to the Mortgagor's
partnership agreement and that the same constitutes a valid and binding
obligation of the Mortgagor, fully enforceable against the Mortgagor in
accordance with its terms.
3
<PAGE>
9. It is the intent of the parties that this Agreement shall not
constitute a novation of the Loan Documents and will in no way adversely
affect the lien priority of any of the Loan Documents.
10. The Mortgagor represents and warrants to the Mortgagee that: (i)
it has thoroughly read and reviewed the terms and provisions of this
Agreement, and the terms and provisions are clearly understood and have
been fully and unconditionally consented to by it; (ii) it has had a full
and complete opportunity for advice of counsel of its own selection in
regard to understanding the terms, meaning and effect of this Agreement;
(iii) it has freely and voluntarily executed this Agreement with full
knowledge of the consequences thereof and without duress or undue
influence; (iv) it has not relied on representations, either written or
oral, express or implied, made to it by the Mortgagee or an attorney or
agent acting on behalf of the Mortgagee, except as expressly set forth in
this Agreement; and (v) it has received actual and adequate consideration
to support this Agreement.
11. The first "WHEREAS clause" on page 1 of the Mortgage is hereby
amended to read as follows:
"THAT, WHEREAS, Mortgagor is justly indebted to the
Mortgagee in the principal sum of Eight Million One Hundred
Ninety-Three Thousand Seven Hundred Seventy-Four and
44/100ths Dollars ($8,193,774.44), evidenced by a certain
Renewal Note of Mortgagor of even date herewith (the
"Note"), made payable to the order of Mortgagee, whereby
Mortgagor promises to pay the said principal sum, late
charges, and other sums and interest at the rate or rates
and in installments, all as provided in the Note. The final
payment of principal and interest, if not sooner paid
pursuant to the terms of the Note, shall be due and payable
on or before November 1, 1996. All such payments on account
of the Indebtedness (as the term "Indebtedness" is
hereinafter defined) secured hereby shall be applied first
to interest on the unpaid principal balance, secondly to any
other sums due thereunder, thirdly to all other advances and
sums secured hereby, and the remainder to principal, all of
said principal and interest being made payable at such place
as the holder of the Note may from time to time in writing
appoint; and"
12. In the event that the Mortgagee resorts to litigation to enforce
this Agreement, all costs of such litigation, to include reasonable
attorneys' fees through all trials, appeals and proceedings, to include,
without limitation, any proceedings pursuant to the bankruptcy laws of the
Untied States, shall be paid by the Mortgagor.
4
<PAGE>
13. Except as herein specifically modified, the terms, covenants and
conditions of the Loan Documents shall remain in full force and effect
without any further modifications. Nothing contained herein shall in any
way impair the Mortgage or any other Loan Documents which evidence or
secure the loan, nor alter, waive, annul, vary or effect any provision,
condition or covenant therein contained (except as herein expressly
provided) nor affect nor impair any rights, powers or remedies, under the
Mortgage or any other Loan Documents now or hereafter held by the
Mortgagee, it being the intent of the parties hereto that all of the terms
and provisions of the Mortgage and all other Loan Documents shall continue
in full force and effect except as expressly modified hereby or by any
other instrument executed by and between the parties hereto. In the event
of a conflict between the terms of the Mortgage, any other Loan Documents
and the terms of this Agreement, the terms of this Agreement shall prevail.
14. This Agreement shall be governed and construed in accordance with
the laws of the State of Florida or applicable federal laws, if the
Mortgagee shall elect the benefit thereof. In case any one or more of the
provisions contained in this Agreement shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision hereof,
and this Agreement shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein. Time is of the
essence of this Agreement. As used herein, the neuter gender shall include
the masculine and feminine genders, and vice versa, and the singular number
includes the plural, and vice versa, as the context demands.
15. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original instrument, but all such
counterparts together shall constitute one and the same instrument.
16. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their heirs, personal representatives,
successors and assigns.
5
<PAGE>
IN WITNESS WHEREOF, the parties hereto have hereunto caused these
presents to be duly executed as of the day and year first above written.
Signed, Sealed and MORTGAGOR:
Delivered
in the Presence of: JOHN HANCOCK PROPERTIES LIMITED
PARTNERSHIP, A Massachusetts limited
AVIA G. JOHNSTON partnership, by its Managing General
- ------------------------- Partner:
NAME: Avia G. Johnston
---------------- JOHN HANCOCK REALTY EQUITIES, INC.
a Delaware corporation
BRUCE R. MARTIN
- ------------------------- BY: RICHARD E. FRANK
NAME: Bruce R. Martin ----------------
---------------- NAME: Richard E. Frank
----------------
TITLE: Treasurer
----------------
(CORPORATE SEAL)
6
<PAGE>
COMMONWEALTH OF MASSACHUSETTS
COUNTY OF SUFFOLK
The foregoing instrument was acknowledged before me this 8TH day of
NOVEMBER, 1995 by RICHARD E. FRANK, as TREASURER of JOHN HANCOCK REALTY
EQUITIES, INC., a Delaware corporation, the managing general partner of
JOHN HANCOCK PROPERTIES LIMITED PARTNERSHIP, a Massachusetts limited
partnership, on behalf of the partnership, as the free act and deed of said
corporation.
JOAN K. FALVEY
---------------------------------------
(Print Name of Notary) Joan K. Falvey
--------------
Notary Public
State of Massachusetts
-------------
Commission or Serial No.: N/A
-------------
My commission expires: June 28, 1996
-------------
[Notary Seal]
7
<PAGE>
Signed, Sealed and MORTGAGEE:
Delivered
in the Presence of: JOHN HANCOCK REALTY EQUITIES, INC.
a Delaware corporation
STEPHEN M. ROGERS
- -------------------------- BY: RICHARD E. FRANK
NAME: Stephen M. Rogers ----------------
----------------- NAME: Richard E. Frank
----------------
SANDRA L SILBERT TITLE: Treasurer
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NAME: Sandra L. Silbert
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(CORPORATE SEAL)
COMMONWEALTH OF MASSACHUSETTS
COUNTY OF SUFFOLK
The foregoing instrument was acknowledged before me this 8TH day of
NOVEMBER, 1995 by RICHARD E. FRANK, as TREASURER of JOHN HANCOCK REALTY
EQUITIES, INC., a Delaware corporation, as the free act and deed of said
corporation.
JOAN K. FALVEY
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(Print Name of Notary) Joan K. Falvey
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Notary Public
State of Massachusetts
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Commission or Serial No.: N/A
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My commission expires: June 28, 1996
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[Notary Seal]
8K1195X3.DOC
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