LOAN AGREEMENT

EXHIBIT – 4.1

LOAN AGREEMENT

dated as of July 14, 2008

by and between

AGREE LIMITED PARTNERSHIP,
a Delaware limited partnership,
as Borrower

THE FINANCIAL INSTITUTIONS PARTY HERETO, as Co-Lenders

and

LASALLE BANK MIDWEST NATIONAL ASSOCIATION,
a national banking association, as Agent

TABLE OF CONTENTS

SCHEDULES

Schedule 3.1 – Loan Amounts
Schedule 10.1 — Schedule of Release Payments

EXHIBITS

EXHIBIT “A” — THE PROPERTY
EXHIBIT “B” – FORM OF PROMISSORY NOTE
EXHIBIT “C” — PERMITTED EXCEPTIONS
EXHIBIT “D” — FORM OF ASSIGNMENT AND ACCEPTANCE

LOAN AGREEMENT

     This LOAN AGREEMENT dated as of July 14, 2008 (the “ Agreement ”), is executed by and among AGREE LIMITED PARTNERSHIP , a Delaware limited partnership (the “ Borrower ”), the financial institutions that are or may from time to time become parties hereto and are described on Schedule 3.1 hereto (together with LaSalle and their respective successors and assigns, the “ Banks ”) and LASALLE BANK MIDWEST NATIONAL ASSOCIATION , a national banking association (in its individual capacity, “ LaSalle ”), as agent for itself and the other Banks.

R E C I T A L S :

     A. Borrower is the owner or land lessee of the properties described in Exhibit “A” attached hereto (being collectively referred to herein as the “ Property ”).

     B. Borrower has applied to the Banks for the Loans (as hereinafter defined) for the purpose of financing the Property, and the Banks are willing to make the Loans upon the terms and conditions hereinafter set forth.

      NOW, THEREFORE , in consideration of the mutual representations, warranties, covenants and agreements herein contained, the sufficiency of which is hereby acknowledged, the parties hereto represent and agree as follows:

ARTICLE 1

INCORPORATION AND DEFINITIONS

     1.1 Incorporation and Definitions . The foregoing recitals and all exhibits hereto are hereby made a part of this Agreement. The following terms shall have the following meanings in this Agreement:

     “ Actual Knowledge ”: Knowledge acutally possessed by Richard Agree, or his successor, without inquiry or additional investigation, and not constructive knowledge which is imputed to the Borrower.

     “ Agent ”: As of the date hereof, LaSalle in its capacity as agent for the Banks and any successor or assign of LaSalle in such capacity.

     “ Applicable Margin ”: With respect to LIBOR Loans, one and one-half percent (1.50%) per annum and with respect to Base Rate Loans, one percent (1.00%) per annum.

     “ Assignments of Rents ”: As defined in Section 5 hereof

     “ Bank(s) ”: As defined in the Preamble.

     “ Bank Affiliate ” means RJ Capital Services, Inc., an affiliate of Raymond James Bank, FSB, and any other affiliate of any Bank, and their respective successors and assigns.

     “ Base Rate Loan ”: Any Loan which bears interest at a rate determined by reference to the Base Rate.

     “ Base Rate ”: At any time, the greater of the Federal Funds Rate plus one-half of one percent (0.50%) and the Prime Rate.

     “ Borrower ”: As defined in the Preamble.

     “ Business Day ”: Any day other than a Saturday, Sunday or a legal holiday on which banks are authorized or required to be closed for the conduct of commercial banking business in Troy, Michigan.

     “ Commitment Fee ”: A commitment fee in the amount of three eights of one percent (.375%) of the Loan Amount, payable to the Banks according to their Pro-Rata Shares in consideration for their commitments to make the Loans.

     “ Debt Service ”: For any fiscal year, the sum of all scheduled principal and interest payments on the Loans which are due and payable during such fiscal year.

     “ Debt Service Coverage Ratio ”: For any fiscal year, the ratio of Net Operating Income to Debt Service.

     “ Default Rate ”: As defined in Section 4.1 hereof.

     “ Environmental Indemnity Agreement ”: As defined in Section 5 hereof.

     “ Environmental Laws ”: As defined in the Environmental Indemnity.

     “ ERISA ”: The Employee Retirement Income Security Act of 1974.

     “ Eurocurrency Reserve Percentage ”: With respect to any LIBOR Loan for any Interest Period, a percentage (expressed as a decimal) equal to the daily average during such Interest Period of the percentage in effect on each day of such Interest Period, as prescribed by the FRB, for determining the aggregate maximum reserve requirements applicable to “Eurocurrency Liabilities” pursuant to Regulation D or any other then applicable regulation of the FRB which prescribes reserve requirements applicable to “Eurocurrency Liabilities” as presently defined in Regulation D.

     “ Event of Default ”: One or more of the events or occurrences referred to in Article 11 of this Agreement.

     “ Federal Funds Rate ”: For any day, a fluctuating interest rate equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by the Agent. The Agent’s determination of such rate shall be binding and conclusive absent manifest error.

     “ FRB ”: The Board of Governors of the Federal Reserve System or any successor thereof.

     “ GAAP ”: Generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of

Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession), which are applicable to the circumstances as of the date of determination, provided, however, that interim financial statements or reports shall be deemed in compliance with GAAP despite the absence of footnotes and fiscal year-end adjustments as required by GAAP.

     “ Governmental Authority ”: Any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

     “ Guarantor ”: Agree Realty Corporation, a Maryland corporation.

     “ Hazardous Materials ”: As defined in the Environmental Indemnity.

     “ Interest Period ”: As to any LIBOR Loan, the period commencing on the date such Loan is borrowed or continued as a LIBOR Loan and ending on the date one, two or three months thereafter as selected by Borrower pursuant to Section 4.3; provided that:

     (i) each Interest Period occurring after the initial Interest Period of any LIBOR Loan shall commence on the day on which the preceding Interest Period for such LIBOR Loan expires;

     (ii) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the following Business Day unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the preceding Business Day;

     (iii) any Interest Period that begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period shall end on the last Business Day of the calendar month at the end of such Interest Period; and

     (iv) Borrower may not select any Interest Period for a Loan which would extend beyond the scheduled Maturity Date.

     “ LaSalle ”: As defined in the Preamble.

     “ Lease(s) ”: Any and all leases, licenses or agreements for use of any part of the Property.

     “ Legal Requirements ”: As to any person or party, the Articles of Incorporation or Organization and bylaws, operating agreement, partnership agreement or other organizational or governing documents of such person or party, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other governmental authority, in each case applicable to or binding upon such person or party or any of its property or to which such person or party or any of its property is subject.

     “ LIBOR Loan ”: Any Loan which bears interest at a rate determined by reference to the LIBOR Rate (Reserve Adjusted).

     “ LIBOR Office ”: With respect to any Bank, the office or offices of such Bank which shall be making or maintaining the LIBOR Loans of such Bank hereunder. A LIBOR Office of any Bank may be, at the option of such Bank, either a domestic or foreign office.

     “ LIBOR Rate ”: With respect to any LIBOR Loan for any Interest Period, the per annum rate of interest at which United States dollar deposits in an amount comparable to the amount of such LIBOR Loan and for a period equal to the relevant Interest Period are offered in the London Interbank Eurodollar market at 11:00 a.m. (London time) two (2) Business Days prior to the commencement of such Interest Period (or three Business Days prior to the commencement of such Interest Period if banks in London, England were not open and dealing in offshore United States dollars on such second preceding Business Day), as displayed in the Bloomberg Financial Markets system (or other authoritative source selected by the Agent in its sole discretion).

     “ LIBOR Rate (Reserve Adjusted) ”: With respect to any LIBOR Loan for any Interest Period, a rate per annum equal to (A) the LIBOR Rate, divided by (B) a number determined by subtracting from 1.00 the Eurocurrency Reserve Percentage.

     “ Loan Amount ”: The aggregate principal amount of the Loans, which is equal to Twenty Four Million Eight Hundred Thousand and 00/100 Dollars ($24,800,000.00). The amount of each Bank’s Pro Rata Share of the Loan Amount is set forth on Schedule 3.1 attached hereto.

     “ Loan Documents ”: This Agreement, the documents specified in Article 5 hereof and any other instruments evidencing, securing or guarantying obligations of any party under the Loans.

     “ Loan Expenses ”: As defined in Section 7.2(b) hereof.

     “ Loan Closing ”: The first disbursement of the Loans.

     “ Loan Closing Date ”: July 14, 2008.

     “ Loan Proceeds ”: All amounts advanced as part of the Loans, whether advanced directly to Borrower or otherwise.

     “ Loans ”: The loans to be made by the Banks pursuant to this Agreement.

     “ Maturity Date ”: Initially, July 14, 2013, which shall be subject to extension at the Borrower’s option as provided in Section 4.2(b).

     “ Mortgages ”: As defined in Section 5 hereof.

     “ Net Operating Income ”: For any fiscal year, the gross income derived from the operation of the Property, on a combined basis, less Operating Expenses attributable to the Property, on a combined basis, accounted for on an accrual basis, in accordance with GAAP, including any rent loss or business interruption insurance proceeds, and water and sewer charges, which are actually received and Operating Expenses actually paid or payable on an accrual basis attributable to the Property as set forth on operating statements satisfactory to Agent. Notwithstanding the foregoing, Net Operating Income shall not include (i) any condemnation or insurance proceeds (excluding rent or business interruption insurance proceeds), (ii) any proceeds resulting from the sale, exchange, transfer, financing or refinancing of all or any portion of the Property, (iii) amounts received from tenants as security deposits, (iv) amounts received from

affiliates of the Borrower or the Guarantor, which amounts do not represent pass-through rent payments received from bona-fide third party tenants, (v) interest income, and (vi) any type of income otherwise included in Net Operating Income but paid directly by any tenant to anyone other than Borrower or the Guarantor or its agents or representatives.

     “ Non-Excluded Taxes ”: As defined in Section 4.10 hereof.

     “ Note(s) ”: Collectively, the notes made by Borrower payable to each Bank in the aggregate amount of the Loans and in the Form of Exhibit “B” hereto.

     “ Operating Expenses ”: For any given period (and shall include the pro rata portion for such period of all such expenses attributable to, but not paid during, such period) all expenses to be paid or payable, as determined in accordance with GAAP, by Borrower or the Guarantor during that period in connection with the operation of the Property, including without limitation:

     (i) expenses for cleaning, repair, mantenance, decoration and painting of the Property (including, without limitation, parking lots and roadways), net of any insurance preceeds in respect of any of the foregoing;

     (ii) wages (including overtime payments), benefits, payroll taxes and all other related expenses for Borrower’s and the Guarantor’s on-site personnel, engaged in the repair, operation and maintenance of the Property and service to tenants and on-site personnel engaged in audit and accounting functions performed by Borrower;

     (iii) actual management fees, if any, together with any allocated management fees or similar fees received from tenants or other parties. Such fees shall include all fees for management services whether such services are performed at the Proeprty or off-site;

     (iv) the cost of all electricity, oil, gas, water, steam, heat, ventilation, air conditioning and any other energy, utility or similar item and the cost of building and cleaning supplies;

     (v) the cost of leasing commissions and tenant concessions or improvements payable by Borrower or the Guarantor pursuant to any leases which are in effect for the Property at the commencement of that period as such costs are recognized in accordance with GAAP, but on no less than a straight line basis over the remaining term of the respective Lease, exclusive of any renewal or extension or similar options;

     (vi) rent, liability, casualty and fidelity insurance premiums;

     (vii) legal, accounting and other professional fees and expenses;

     (viii) the cost of all equipment to be used in the ordinary course of business, which is not capitalized in accordance with GAAP;

     (ix) real estate and other taxes;

     (x) advertising and other marketing costs and expenses;

     (xi) casualty losses to the extent not reimbursed by a third party;

     (xii) any ground lease payments; and

     (xiii) all amounts that should be reserved, as reasonably determined by Borrower and the Guarantor with approval by Agent in its reasonable discretion, for repair or maintenance of the Property and to maintain the value of the Property.

     Nothwithstanding the foregoing, Operating Expenses shall not include (i) depreciation or amortization or any other non-cash item of expense; (ii) interest, principal, fees, costs and expense reimbursements of Agent in administering the Loan but not in exercising any of its rights under this Agreement or the Loan Documents; or (iii) any expenditure (other than leasing commissions, tenant concessions and improvements, and replacement reserves) which is properly treatable as a capital item under GAAP.

     “ Permitted Exceptions ”: The title exceptions specified in Exhibit “C” hereto, together with such additional exceptions as may be approved in writing by Agent or are permitted by the terms hereof.

     “ Prime Rate ”: For any day, the rate of interest most recently announced by LaSalle at Troy, Michigan as its prime or base rate. A certificate made by an officer of LaSalle stating the Prime Rate in effect on any given day, for the purposes hereof, shall be conclusive evidence of the Prime Rate in effect on such day. The Prime Rate is a base reference rate of interest adopted by LaSalle as a general benchmark from which LaSalle determines the floating interest rates chargeable on various loans to borrowers with varying degrees of creditworthiness and Borrower acknowledges and agrees that LaSalle has made no representations whatsoever that the Prime Rate is the interest rate actually offered by LaSalle to borrowers of any particular creditworthiness. The effective date of any change in the Prime Rate shall for purposes hereof be the date the Prime Rate is changed by LaSalle. LaSalle shall not be obligated to give notice of any change in the Prime Rate.

     “ Property ”: As defined in the Recitals to this Agreement.

     “ Pro Rata Share ”: As to any Bank at any time, the percentage the aggregate principal amount of such Bank’s Loan then outstanding bears to the aggregate principal amount of the Loans then outstanding, as described on Schedule 3.1 attached hereto.

     “ Rate Management Agreement ” means any agreement, device or arrangement providing for payments which are related to fluctuations of interest rates, exchange rates, forward rates, or equity prices, including, but not limited to, dollar-denominated or cross-currency interest rate exchange agreements, forward currency exchange agreements, interest rate cap or collar protection agreements, forward rate currency or interest rate options, puts and warrants, and any agreement pertaining to equity derivative transactions (e.g., equity or equity index swaps, options, caps, floors, collars and forwards), including without limitation any and all obligations under any and all swap agreements as defined in 11 USC 1, Ch. 101 between the Borrower and any of the Banks and/or any Bank Affiliate and any ISDA Master Agreement between Borrower and any Bank and/or any Bank Affiliate, and any schedules, confirmations and documents and other confirming evidence between the parties confirming transactions thereunder, all whether now existing or hereafter arising, and in each case as amended, modified or supplemented from time to time.

     “ Rate Management Obligations ” means any and all obligations of Borrower to any Bank and/or Bank Affiliate, whether absolute, contingent or otherwise and howsoever and whensoever (whether now or hereafter) created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefore), under or in connection with (i)

any and all Rate Management Agreements, and (ii) any and all cancellations, buy-backs, reversals, terminations or assignments of any Rate Management Agreement.

     “ Regulatory Change ”: As to any Bank, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over the Banks or their lending offices.

     “ Required Banks ”: Banks having Pro Rata Shares aggregating fifty one percent (51%) or more.

     “ State ”: The state in which the Property is located.

     “ Title Company ”: Liberty Title Insurance Company.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES

     2.1 Representations and Warranties . To induce the Banks to execute and perform this Agreement, Borrower hereby represents, covenants or warrants to the Banks as follows:

     (a) At the Loan Closing and at all times thereafter until the Loans are paid in full, Borrower will have good and merchantable fee simple title to the Property, with the exception of the Property located at 56805 Van Dyke Avenue, Shelby Township, MI, with respect to which the Borrower is the ground lessee under a Ground Lease dated August 17, 2007, subject only to the Permitted Exceptions;

     (b) Borrower is a limited partnership, duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to conduct business in the State of Michigan. Borrower has full power and authority to conduct its business as presently conducted, to own and operate the Property, to enter into this Agreement and to perform all of its duties and obligations under this Agreement and under the Loan Documents; such execution and performance have been duly authorized by all necessary Legal Requirements; neither Borrower nor Guarantor has been convicted of a felony and there are no proceedings or investigations being conducted involving criminal activities of either Borrower or Guarantor;

     (c) This Agreement, the Note, the Mortgages, the other Loan Documents and any other documents and instruments required to be executed and delivered by Borrower and/or Guarantor in connection with the Loans, when executed and delivered, will constitute the duly authorized, valid and legally binding obligations of the party required to execute the same and will be enforceable strictly in accordance with their respective terms (except to the extent that enforceability may be affected or limited by applicable bankruptcy, insolvency and other similar debtor relief laws affecting the enforcement of creditors’ rights generally); no basis presently exists for any claim against Agent or the Banks under this Agreement, under the Loan Documents or with respect to the Loans; enforcement of this Agreement and the Loan Documents are subject to no defenses of any kind;

     (d) The execution, delivery and performance of this Agreement, the Note, the Mortgages, the other Loan Documents and any other documents or instruments to be executed and delivered by Borrower or Guarantor pursuant to this Agreement or in connection with the

Loans and occupancy and use of the Property will not, to the Borrower’s Actual Knowledge: (i) violate any Legal Requirements, or (ii) conflict with, be inconsistent with, or result in any breach or default of any of the terms, covenants, conditions or provisions of any indenture, mortgage, deed of trust, instrument, document, agreement or contract of any kind to which Borrower or Guarantor is a party or by which any of them may be bound. Neither Borrower nor Guarantor is in default (without regard to grace or cure periods) under any contract or agreement to which it is a party, the effect of which default will adversely affect the performance by Borrower or Guarantor of its obligations pursuant to and as contemplated by the terms and provisions of this Agreement and/or the other Loan Documents;

     (e) No condition, circumstance, event, agreement, document, instrument, restriction, litigation or proceeding (or threatened litigation or proceeding or basis therefor) exists which could (i) adversely affect the validity or priority of the liens and security interests granted Agent under the Loan Documents; (ii)  materially adversely affect the ability of Borrower or Guarantor to perform their obligations under the Loan Documents; or (iii) constitute an Event of Default under any of the Loan Documents or an event which, with the giving of notice, the passage of time or both, would constitute such an Event of Default;

     (f) To the Borrower’s Actual Knowledge, the Property, and the present use and occupancy of the Property, will not violate or conflict with any applicable law, statute, ordinance, rule, regulation or order of any kind, including, without limitation, Environmental Laws, zoning, building, land use, noise abatement, occupational health and safety or other laws, any building permit or any condition, grant, easement, covenant, condition or restriction, whether recorded or not, and if a third-party is required under any covenants, conditions and restrictions of record or any other agreement to consent to the use and/or operation of the Property, Borrower has obtained such approval from such party. In addition, and without limiting the foregoing, Borrower shall (a) ensure that no person or entity which owns a controlling interest in or otherwise controls Borrower is or shall be listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by the Office of Foreign Assets Control (“ OFAC ”), the Department of the Treasury or included in any Executive Orders, (b) not use or permit the use of any Loan Proceeds to violate any of the foreign asset control regulations of OFAC or any enabling statute or Executive Order relating thereto, and (c) comply with all applicable Bank Secrecy Act laws and regulations, as amended;

     (g) The Property has never been used, and the Property will not be used, for any activities which, directly or indirectly, involve the use, generation, treatment, storage, transportation or disposal of any Hazardous Materials in violation of any Environmental Laws. No Hazardous Materials exist now, and no Hazardous Materials will hereafter exist, on or under the Property in violation of any Environmental Laws or in any surface waters or groundwaters on or under the Property. The Property and its existing and prior uses have at all times complied with and will comply with all Environmental Laws, and Borrower has not violated, and will not violate, any Environmental Laws;

     (h) There are no facilities on the Property which are subject to reporting under any State laws or Section 312 of the Federal Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. Section 11022), and federal regulations promulgated thereunder. The Property does not contain any underground storage tanks;

     (i) All financial statements submitted by Borrower or Guarantor to Agent in connection with the Loans are true and correct in all material respects, have been prepared in accordance with generally accepted accounting principles consistently applied, and fairly present

the respective financial conditions and results of operations of the entities which are their subjects;

     (j) This Agreement and all financial statements, budgets, schedules, opinions, certificates, confirmations, applications, rent rolls, affidavits, agreements, and other materials submitted to Agent in connection with or in furtherance of this Agreement by or on behalf of Borrower or Guarantor fully and fairly state the matters with which they purport to deal, and neither misstate any material fact nor, separately or in the aggregate, fail to state any material fact necessary to make the statements made not misleading;

     (k) All governmental permits and licenses required by applicable law to occupy and operate the Property have been validly issued and are in full force;

     (l) Improvements on the Property do not encroach upon any building line, set back line, sideyard line, or any recorded or visible easement (or other easement of which Borrower is aware or has reason to believe may exist) which exists with respect to the Property;

     (m) The Loans, including interest rate, fees and charges as contemplated hereby, are business loans; the Loans are an exempted transaction under the Truth In Lending Act, 12 U.S.C. § 1601 et seq.; and the Loans do not, and when disbursed will not, violate the provisions of the usury laws of the State, any consumer credit laws or the usury laws of any state which may have jurisdiction over this transaction, Borrower or any property securing the Loans;

     (n) There are no Leases for use or occupancy of any part of the Property other than as previously delivered to and approved by Agent; Borrower shall not enter into any other Lease for all or any portion of the Property, without the prior written consent of Agent; and

     (o) The Leases are in full force and effect; to the Borrower’s Actual Knowledge, no defaults have occurred thereunder; no tenant under any Lease has a current right of set-off against payment of rent due thereunder; and, to the Borrower’s Actual Knowledge, no events or circumstances exist which, with the passage of time or the giving of notice, or both, would constitute a default under a Lease.

     2.2 Continuation of Representations and Warranties . The Borrower hereby covenants, warrants and agrees that the representations and warranties made in Section 2.1 hereof shall be and shall remain true and correct at the time of the Loan Closing.

ARTICLE 3

AMOUNT AND TERMS OF LOANS

     3.1 Agreement to Lend and to Borrow; Notes .

     (a) Subject to the conditions and upon the terms provided for in this Agreement, each Bank severally agrees to make the Loans to Borrower in the principal amount indicated on Schedule 3.1 hereto. The Loans shall be LIBOR Loans except in the circumstances described in Section 4.4(b), 4.6 or 4.8.

     (b) The Loans made by each Bank shall be evidenced by a Note of Borrower, substantially in the form of Exhibit “B” hereto, with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Bank. The date, amount and type of each

Loan and payment or prepayment of principal with respect thereto, each continuation thereof, and the length of each Interest Period with respect to each LIBOR Loan shall be recorded by each Bank on its books and, (prior to any transfer of its Note or, at the discretion of each Bank, at any other time) endorsed by each Bank, on the schedules annexed to and constituting a part of its Note. Each such recordation shall constitute prima facie evidence of the accuracy of the information so recorded in the absence of manifest error. The Note of each Bank shall (i) be dated the date hereof or, if a Bank’s interest is hereafter assigned, the effective date of such assignment, (ii) be stated to mature on the Maturity Date, and (iii) provide for the payment of princial and interest in accordance with Article 4 hereof.

     (c) No portion of any Loan shall be funded with plan assets of (i) any employee benefit plan subject to Title I of ERISA, (ii) any plan covered by Section 4975 of the Code, or (iii) any government plan subject to state laws that are comparable to Title I of ERISA or Section 4975 of the Code.

     3.2 Commitments Several . The failure of any Bank to make its Loan at the Loan Closing shall not relieve any other Bank of its obligation (if any) to make a Loan on such date, but no Bank shall be responsible for the failure of any other Bank to make any Loan to be made by such other Bank.

ARTICLE 4

PRINCIPAL, INTEREST; SPECIAL PROVISIONS FOR LIBOR LOANS

     4.1 Interest Rates . Borrower promises to pay interest on the unpaid principal amount of each Loan for the period commencing on the date of such Loan until such Loan is paid in full as follows:

     (a) at all times while such Loan is a LIBOR Loan, at a rate per annum equal to the sum of the LIBOR Rate (Reserve Adjusted) applicable to each Interest Period for such Loan plus the Applicable Margin from time to time in effect; and

     (b) at all times while such Loan is a Base Rate Loan, at a rate per annum equal to the sum of the Base Rate from time to time in effect minus the Applicable Margin from time to time in effect. Loans may be Base Rate Loans only under the circumstances described in Section 4.4(b), 4.6 or 4.8;

provided that at any time an Event of Default exists, the interest rate applicable to each Loan shall be increased by two percent (2.00%) (the “ Default Rate ”).

     4.2 Payment of Principal and Interest .

     (a) Principal and interest on the Loans shall be payable as provided in the Notes. The outstanding principal balance on all Loans made by the Banks hereunder shall be due and payable in full on the Maturity Date, unless the Loans are otherwise accelerated, terminated or extended as provided in this Agreement.

     (b) Borrower shall be entitled to exercise a one-time option to extend the Maturity Date for a period of two years from the initial Maturity Date, provided that: (1) as of the initial Maturity Date, the Property shall have generated a Debt Service Coverage Ratio, as of the end of the most recent fiscal year, of not less than 1.20 to 1.00, and (2) the Borrower shall pay to the Agent an extension fee in an amount equal to one eighth of one percent (1/8%) of the principal balance outstanding on the Loans as of the initial Maturity Date. In the event the Borrower

exercises this extension option, the payment schedules attached to the Notes shall be revise to add the additional principal payments that will be required to continue amortizing the outstanding principal balance of the Loans as of the initial Maturity Date over the remainder or the original amortization period.

     (c) Prior to the occurrence of an Event of Default, all payments and prepayments on account of the indebtedness evidenced by the Note shall be applied as follows: (i) first, to fees, expenses, costs and other similar amounts then due and payable to the Banks, (ii) second, to accrued and unpaid interest on the principal balance of the Note, (iii) third, to the payment of principal due in the month in which the payment or prepayment is made, if any, (iv) fourth, to any escrows, impounds or other amounts which may then be due and payable under the Loan Documents, (v) fifth, to any other amounts then due the Banks hereunder or under any of the Loan Documents, and (vi) last, to the unpaid principal balance of the Note. After an Event of Default has occurred and is continuing, payments shall be applied as required under applicable law and in the absence of any such requirements, payments may be applied to amounts owed hereunder and under the Loan Documents in such order as Agent shall determine, in its sole discretion.

     (d) All payments of principal (including prepayments) and accrued interest shall be paid by wire transfer or check in United States Dollars, to Agent, for the account of the Banks, at such place as Agent may from time to time direct, and in the absence of such direction, then at the offices of Agent at 2600 West Big Beaver Road, Troy, Michigan 48084. Payment made by check shall be deemed paid on the date Lender receives such check; provided, however, that if such check is subsequently returned to Agent unpaid due to insufficient funds or otherwise, the payment shall not be deemed to have been made and shall continue to bear interest until collected. Notwithstanding the foregoing, the final payment due under the Note must be made by wire transfer or other immediately available funds.

     (e) If any payment of interest or principal due hereunder is not made within five days after such payment is due in accordance with the terms hereof, then, in addition to the payment of the amount so due, Borrower shall pay to Agent a “late charge” of five cents for each whole dollar so overdue to defray part of the cost of collection and handling such late payment. Borrower agrees that the damages to be sustained by the holder hereof for the detriment caused by any late payment are extremely difficult and impractical to ascertain, and that the amount of five cents for each one dollar due is a reasonable estimate of such damages, does not constitute interest, and is not a penalty.

     (f) LIBOR Loans and Base Rate Loans may be prepaid either in whole or in part at any time and from time to time without penalty or premium upon three (3) days prior notice to Agent; provided, however, that if a LIBOR Loan is prepaid on a date other than the last day of the applicable Interest Period, it shall be accompanied by any amounts due under Section 4.11 hereof.

     4.3 Types of Loans; Setting and Notice of LIBOR Rates .

     (a) Each Loan shall be divided into tranches which shall be LIBOR Loans, except in the circumstances described in Section 4.4(b), 4.6 or 4.8, in which case they shall be Base Rate Loans (each a “type” of Loan). Not more than five (5) different tranches of LIBOR Loans shall be outstanding at any one time. All borrowings, conversions and repayments of Loans shall be effected so that each Bank will have a pro rata share (according to its Pro Rata Share) of all Loans. Each LIBOR Loan shall be designated by the Borrower by any written, verbal, electronic, telephonic or telecopy request, in form acceptable to the Agent, which the Agent in good faith

believes to emanate from a properly authorized representative of the Borrower, whether or not that is in fact the case. Each such request shall be effective upon receipt by the Agent, shall be irrevocable, and shall specify the date, amount and the initial Interest Period therefor. Upon receipt of any such notice, Agent shall promptly notify each Bank thereof. The final Interest Period for any LIBOR Loan must be such that its expiration occurs on or before the Maturity Date. A request to designate a LIBOR Loan must be (i) received by the Agent no later than 11:00 a.m. Troy, Michigan time, three days before the day it is to be designated a LIBOR Loan, and (ii) in an amount equal to Five Hundred Thousand and 00/100 Dollars ($500,000.00) or a higher integral multiple of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00). The Borrower does hereby irrevocably confirm, ratify and approve all such designations and does hereby indemnify the Agent and the Banks against losses and expenses (including court costs, attorneys’ and paralegals’ fees) and shall hold the Agent and the Banks harmless with respect thereto.

     (b) The applicable LIBOR Rate for each Interest Period shall be determined by the Agent, and notice thereof shall be given by the Agent promptly to Borrower and each Bank. The Agent shall, upon written request of Borrower or any Bank, deliver to Borrower or such Bank a statement showing the computations used by the Agent in determining any applicable LIBOR Rate hereunder.

     4.4 Conversion and Continuation Procedures .

     (a) Each LIBOR Loan shall automatically renew for the Interest Period specified in the initial request received by the Bank for the LIBOR Loan, at the then current LIBOR Rate unless the Borrower, pursuant to a subsequent written notice received by the Agent, shall elect a different Interest Period. Upon receipt by the Agent of such subsequent notice, the Borrower may, subject to the terms and conditions of this Agreement, elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loan having an Interest Period expiring on such day for a different Interest Period. Such notice shall be given before 11:00 a.m., Troy, Michigan time, at least three Business Days prior to the last day of the applicable Interest Period, specifying: (i) the aggregate amount of LIBOR Loans to be converted to a different Interest Period; and (ii) the duration of the requested Interest Period.

     (b) The Borrower may not elect an Interest Period, and an Interest Period for a LIBOR Loan shall not automatically renew, with respect to any principal amount which is scheduled to be repaid before the last day of the applicable Interest Period, and any such amounts shall be converted to Base Rate Loans until repaid.

     4.5 Computation of Interest and Fees .

     (a) Fees and interest shall be calculated on the basis of a 365 day year (366 days for leap years) for the actual days elapsed in any portion of a month in which interest is due. Interest on Base Rate Loans and LIBOR Loans shall not exceed the maximum amount permitted under applicable law. Any change in the interest rate on a Loan resulting from a change in the Base Rate, or the Eurocurrency Reserve Percentage, shall become effective as of the opening of business on the day on which such change becomes effective. Agent shall as soon as practicable notify Borrower and the Banks of each determination of a LIBOR Rate.

     (b) Each determination of an interest rate by Agent pursuant to any provision of this Agreement shall be conclusive and binding upon the parties hereto in the absence of manifest error.

     4.6 Inability to Determine Interest Rate . If prior to the first day of any Interest Period, Agent shall have determined (which determination shall be conclusive, absent manifest error) that (i) the making or maintenance of any LIBOR Loan would violate any applicable law, rule, regulation or directive, whether or not having the force of law, (ii) United States dollar deposits in the principal amount, and for periods equal to the Interest Period for funding any LIBOR Loan are not available in the London Interbank Eurodollar market in the ordinary course of business, or (iii) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the LIBOR Rate to be applicable to the relevant LIBOR Loan, Agent shall give telecopy or telephonic notice thereof to Borrower and Banks as soon as practicable thereafter and, so long as such circumstances shall continue, (A) no Bank shall be under any obligation to make any LIBOR Loans or convert any Base Rate Loans into LIBOR Loans, and (B) on the last day of the current Interest Period for each LIBOR Loan, such Loan, unless then repaid in full, shall automatically convert to a Base Rate Loan, without further demand, presentment, protest or notice of any kind, all of which are hereby waived by the Borrower.

     4.7 Pro Rata Treatment and Payments . Each borrowing by Borrower from the Banks hereunder, and each payment by Borrower on account of any fees hereunder, shall be made pro rata according to the respective Pro Rata Shares of the Banks. Each payment (including each prepayment) by Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans then held by the Banks. All payments (including prepayments) to be made by Borrower hereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 1:00 P.M., Troy, Michigan time, on the due date thereof. Agent shall distribute such payments to the Banks promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

     4.8 Illegality . Notwithstanding any other provision herein, if Agent shall have reasonably determined that any Regulatory Change shall make it unlawful for any Bank to make or maintain LIBOR Loans as contemplated by this Agreement, Agent shall give notice of such determination to Borrower and each Bank and (A) the commitment of such Bank hereunder to make LIBOR Loans, continue LIBOR Loans as such and convert Base Rate Loans to LIBOR Loans shall forthwith be canceled and (B) the LIBOR Loans then outstanding, if any, shall be converted automatically to Base Rate Loans on the respective last days of the then current Interest Periods with respect to such LIBOR Loans or within such earlier period as required by law. If any such conversion of a LIBOR Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, Borrower shall pay to each Bank such amounts, if any, as may be required pursuant to subSection 4.11.

     4.9 Legal Requirements .

     (a) If any Regulatory Change made subsequent to the date hereof shall:

     (i) subject any Bank to any tax of any kind whatsoever with respect to this Agreement, any Note or any LIBOR Loan made by it, or change the basis of taxation of payments to such Bank in respect thereof (except for Non-Excluded Taxes covered by subsection 4.10 and changes in the rate of tax on the overall net income of such Bank);

     (ii) impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or

any other acquisition of funds by, any office of such Bank which is not otherwise included in the determination of the LIBOR Rate; or

     (iii) impose on such Bank any other condition regarding the LIBOR Loans or any Banks’ funding thereof;

and the result of any of the foregoing is to increase the cost to such Bank, by an amount which such Bank in good faith deems to be material, of making, converting into, continuing or maintaining LIBOR Loans or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Borrower shall promptly pay such Bank, upon its demand, any additional amounts necessary to compensate such Bank for such increased cost or reduced amount receivable.

     (b) If any Bank shall have determined that any Regulatory Change regarding capital adequacy or in the interpretation or application thereof or compliance by such Bank or any corporation controlling such Bank with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority, in any such case made subsequent to the date hereof, does or shall have the effect of reducing the rate of return on such Bank’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Bank or such corporation could have achieved but for such change or compliance (taking into consideration such Bank’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, after submission by such Bank to Borrower (with a copy to Agent) of a written request therefor, Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction.

     (c) If any Bank becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Borrower, with a copy to Agent, of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this subSection submitted by such Bank to Borrower (with a copy to Agent) shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Notes and all other amounts payable hereunder.

     (d) Notwithstanding anything to the contrary contained in this subsection, Borrower shall not be required to pay any additional amounts to any Bank pursuant to this subSection to the extent such additional amounts result from such Bank’s negligence.

     4.10 Taxes .

     (a) All payments made by Borrower under this Agreement and any Note shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on Agent or any Bank as a result of a present or former connection between Agent or such Bank and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from Agent or such Bank having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any Notes). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“ Non-Excluded Taxes ”) are required to be withheld from any amounts payable to Agent or any Bank

hereunder or under any Notes, the amounts so payable to Agent or such Bank shall be increased to the extent necessary to yield to Agent or such Bank (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement, provided, however, that Borrower shall not be required to increase any such amounts payable to any Bank that is not organized under the laws of the United States of America or a state thereof if such Bank fails to comply with the requirements of paragraph (b) of this subsection. Whenever any Non-Excluded Taxes are payable by Borrower, as promptly as possible thereafter Borrower shall send to Agent for its own account or for the account of such Bank, as the case may be, a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to Agent the required receipts or other required documentary evidence, Borrower shall indemnify Agent and the Banks for any incremental taxes, interest or penalties that may become payable by Agent or any Bank as a result of any such failures. The agreements in this subSection shall survive the termination of this Agreement and the payment of the Notes and all other amounts payable hereunder. Notwithstanding anything to the contrary contained in this subsection, Borrower shall not be required to pay any additional amounts to any Bank pursuant to this subSection to the extent such additional amounts result from such Bank’s negligence.

     (b) Each Bank that is not incorporated under the laws of the United States of America or a state thereof shall:

     (i) deliver to Borrower and Agent (A) two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, or successor applicable form, as the case may be, and (B) an Internal Revenue Service Form W-8 or W-9, or successor applicable form, as the case may be;

     (ii) deliver to Borrower and Agent two further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to Borrower; and

     (iii) obtain such extensions of time for filing and complete such forms or certifications as may reasonably be requested by Borrower or Agent; unless in any such case an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise by required which renders all such forms inapplicable or which would prevent such Bank from duly completing and delivering any such form with respect to it and such Bank so advises Borrower and Agent. Such Bank shall certify (i) in the case of a Form 1001 or 4224, that it is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes and (ii) in the case of a Form W-8 or W-9, that it is entitled to an exemption from United States backup withholding tax. Each party that shall become a transferee pursuant to Section 10.1 shall, upon the effectiveness of the related transfer, be required to provide all of the forms and statements required pursuant to this Section, provided that in the case of a participant such participant shall furnish all such required forms and statements to Bank from which the related participation shall have been purchased.

     4.11 LIBOR Loan Indemnification . Borrower agrees to indemnify each Bank and to hold each Bank harmless from any loss or expense which such Bank may sustain or incur as a consequence of (a) default by Borrower in making a borrowing of, conversion into or continuation of LIBOR Loans after

Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by Borrower in making any prepayment after Borrower has given a notice thereof in accordance with the provisions of this Agreement, or (c) the making of a prepayment of LIBOR Loans on a day which is not the last day of an Interest Period with respect thereto. Such indemnified amount shall include any and all costs, expenses, penalties and charges incurred by the Banks as a result thereof, plus an amount equal to the excess, if any, of (i) the amount of interest which would have accrued on the amount so prepaid, or borrowed, converted or continued, for the period from the time of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of the failure to borrow, convert or continue, the Interest Period which would have commenced on the date of such failure) in each case the applicable rate of interest for such Loans provided herein (excluding, however, the Applicable Margin included thereon, if any) over (ii) the amount of interest (as reasonably defined by such Bank) which would have accrued to such Bank on such amount by placing such amount on deposit for a comparable period with leading banks in the certificate of deposit market, the eurodollar deposit market, or other appropriate money market selected by such Bank. This covenant shall survive the termination of this Agreement and the payment of the Notes and all other amounts due hereunder. Amounts payable pursuant to this subSection shall be paid to Agent for the account of the applicable Bank, upon the request of such Bank through Agent and a determination of any Bank as to the amounts payable pursuant to this subSection shall be conclusive absent manifest error, based upon the assumption that such Bank funded its loan commitment for LIBOR Loans in the London Interbank Eurodollar market and using any reasonable attribution or averaging methods which such Bank deems appropriate and practical, provided, however, that such Bank is not obligated to accept a deposit in the London Interbank Eurodollar market in order to charge interest on a LIBOR Loan at the LIBOR Rate.

ARTICLE 5

LOAN DOCUMENTS

     5.1 Loan Documents . As a condition precedent to the Loan Closing, Borrower agrees that it will deliver the following Loan Documents to Agent at least five (5) days prior to the Loan Closing, all of which must be satisfactory to Agent and Agent’s counsel in form, substance and execution:

     (a) Promissory Notes . Promissory notes dated the date hereof executed by Borrower and made payable to the order of each Bank in the amount of its respective Loan in the form of Exhibit “B” attached hereto.

     (b) Mortgages . Mortgages dated as of even date herewith (the “ Mortgages ”), duly executed by Borrower to and for the benefit of Agent, granting a first lien on the Property to Agent for the benefit of the Banks, to secure the Notes, the Loan and all obligations of Borrower in connection therewith and any and all indebtedness, liabilities and obligations owing from the Borrower to the Banks, or any of them, arising under any interest rate, currency or commodity swap agreement(s), cap agreement(s) or collar agreement(s), and any other agreement(s) or arrangement(s) entered into by the Borrower in conjunction with the Loan and designed to protect the Borrower against fluctuations in interest rates, currency exchange rates or commodity prices.

     (c) Assignment of Rents and Leases . Assignments of Rents and Leases dated as of even date herewith (the “ Assignments of Rents ”), duly executed by Borrower to and for the benefit of Agent, collaterally assigning to Agent for the benefit of the Banks all of Borrower’s rents, leases and profits of the Property as security for the Notes, and, if Agent so requires, specific collateral assignments of any particular Leases bearing the consent to the assignment of the lessee whose Lease is so assigned.

     (d) Financing Statements . Uniform Commercial Code Financing Statements as required by Agent to perfect all security interests granted by the Mortgages.

     (e) Environmental Indemnity . Environmental Indemnity Agreements dated as of even date herewith (the “ Environmental Indemnity ”), jointly and severally executed by Borrower and Guarantor to and for the benefit of Agent, on behalf of the Banks, whereby Borrower and Guarantor jointly and severally indemnify the Banks for any loss, cost, damage or expense incurred as a result of environmental matters at the Property.

     (f) Guaranty . A Guaranty of Payment (the “ Guaranty ”), jointly and severally executed by Guarantor to and for the benefit of Agent, guaranteeing to Agent, on behalf of the Banks, payment of all amounts due in connection with the Loan.

     (g) Other Loan Documents . Such other documents and instruments as further security for the Loan as Agent may reasonably require.

ARTICLE 6

CONDITIONS TO LOAN CLOSING

     6.1 Conditions to Loan Closing . As a condition precedent to the Loan Closing, Borrower shall furnish the following to Agent at least five (5) days prior to the Loan Closing or at such time as is set forth below, all of which must be strictly satisfactory to Agent and Agent’s counsel in form, content and execution:

     (a) Title Insurance Policy . At the Loan Closing, an ALTA Loan Policy-1997 issued on the date of the Loan Closing by the Title Company to Agent in the full amount of the Loan, insuring the Mortgages to be valid first, prior and paramount liens upon the fee title (or leasehold interest in the case of the Property located at 56805 Van Dyke Avenue, Shelby Township, MI) to the Property subject only to the Permitted Exceptions (the “ Title Insurance Policy ”). The Title Insurance Policy must contain the following endorsements: (i) ALTA Zoning Endorsement Form 3.1 (including compliance with parking requirements); (ii) Comprehensive Endorsement; (iii) location endorsement; (iv) access endorsement; (v) if a Property consists of more than one subparcel, contiguity endorsement; (vi) environmental lien endorsement; (vii) creditor’s rights endorsement; (viii) variable rate endorsements, if applicable; and (ix) such other endorsements as Agent may require. If required by any Bank, Borrower shall procure reinsurance with companies and in amounts satisfactory to the Banks.

     (b) Survey . A survey (the “ Survey ”) of the Property made by a land surveyor licensed in the State, which Survey must be satisfactory to the Agent, showing:

     (i) the location of all buildings, driveways, parking areas, number of parking spaces, fences and other improvements on the Property;

     (ii) the location (and recording information, to the extent recorded) of all visible or recorded easements (including appurtenant easements), water courses, drains, sewers, public and private roads (including the names and widths thereof and recording numbers for the dedications thereof), other rights of way, and curb cuts, if any, within, adjacent to or serving the Property or to which the Property is subject; that the same are unobstructed; and that all portions of the Property have direct access to dedicated public roads;

     (iii) the location of the servient estate of any easements, if the Property is the dominant estate thereunder;

     (iv) the common street address of the Property and the dimensions, boundaries and acreage or square footage of the Property;

     (