PURCHASE MONEY
INSTALLMENT SALE NOTE
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$9,000,000.00
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September 19, 2005
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FOR VALUE
RECEIVED, the undersigned, SUTTON HILL PROPERTIES, LLC, a Nevada
limited liability company, having an office at c/o Reading
International, Inc., 500 Citadel Drive, Suite 300, Commerce,
CA 90040 (the “Borrower”), hereby gives this purchase
money installment sale note and promises, in consideration for the
purchase of the tenant’s interest under a certain ground
lease dated February 9, 1961 between Andrew C. Mayer, Berna L.
Osnos, Francis M. Perlman and Richard Heller, Frances H. Cahen and
Phillis H. Rosenthal, as Trustees under the Last Will and Testament
of Isaac S. Heller, deceased, as landlord (the
“Landlord”), and Turtle Bay Theatre Corporation, as
tenant, as subsequently assigned, covering certain premises located
at 1001-1007, New York, New York, to pay to the order of SUTTON
HILL CAPITAL L.L.C., its successors or assigns (the
“Lender”) at Lender’s office at 120 North
Robertson Blvd., 3 rd Floor, Los Angeles, CA 90048, or to such other
address as Lender may from time-to-time designate, the sum of
Nine Million and 00/100 ($9,000,000.00) Dollars , on
December 31, 2010 together with interest thereon, payable in
arrears, at the rate of eight and one quarter percent
(8.25%) per annum, as follows:
Except as set
forth below in the event of any partial prepayment of this Note,
payments of interest only in the amount of Sixty One Thousand
Eight Hundred Seventy-Five and 00/100 ($61,875.00) Dollars ,
shall be due and payable commencing on October 1, 2005
and on the first day of each and every month thereafter, to and
including December 1, 2010 . The entire principal
balance of this Note, together with all accrued and unpaid interest
thereon, shall be due and payable on December 31, 2010
.
Borrower is
executing and delivering this Note to Lender in payment of the
purchase price under a Contract of Sale between Lender, as Seller,
and Borrower, as Purchaser, dated September 1, 2005 ,
with respect to the tenant’s estate under a Ground Lease for
premises at 1001-1007 Third Avenue, New York, New York (the
“Contract”).
Lender shall have
the right to surrender this Note to Borrower at any time prior to
December 31, 2010 , whereupon Borrower shall, at
Lender’s direction, issue two new notes, on the same terms as
this Note (but only as to payments that shall not have been made
under this Note prior to the date of surrender) in the aggregate
principal amount of Nine Million and 00/100 ($9,000,000.00)
Dollars , to Lender’s designated assignees.
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