BLUE
RIDGE WNJ, LLC
$4,038,000
6.90% Senior Secured Note
______________
NOTE
PURCHASE AGREEMENT
______________
Dated
August 28, 2009
BLUE
RIDGE WNJ, LLC
P.O. Box
707
Blakeslee,
Pennsylvania 18610
Attention: Eldon D. Dietterick
NOTE
PURCHASE AGREEMENT
Re:
$4,038,000
6.90% Senior Secured Note
Due
August 15, 2031
Dated as
of
August 28,
2009
Wells Fargo
Bank Northwest N.A., as Trustee
MAC:
1228-120, 299 South Main Street, 12th Floor
Salt Lake
City, Utah 84111
Attn:
Corporate Trust Services
Blue
Ridge WNJ, LLC, a limited liability company organized under the
laws of the State of New Jersey (the “Company”
), agrees with you as follows:
SECTION 1.
DESCRIPTION
OF NOTE AND COMMITMENT.
Section 1.1.
Nature of
Financing . The Company
desires to borrow funds and to secure repayment of such borrowing
with the Company’s interest in the Property described below
and the rental payments due and payable under the Lease dated
May 18, 2005 (such lease as it may heretofore or hereinafter
be amended, supplemented or modified is hereinafter referred to as,
the “Lease” ) between the Company (as
successor-in-interest to Net Lease Development LLC, a Delaware
limited liability company), as landlord, and Walgreen Eastern Co.,
Inc., a corporation organized under the laws of the State of New
York, as tenant ( “Tenant” ). The
obligations of the Tenant under the Lease have been guaranteed by
Walgreen Co., an Illinois corporation (the “Lease
Guarantor” ), in accordance with the terms of that
certain Guaranty dated May 18, 2005 (the “Lease
Guaranty” ). The real estate which is being leased
by the Company to the Tenant (the “Property” )
is more fully described in the Mortgage (hereinafter defined).
Section 1.2.
Description of
Note . In order to
provide for the financing, the Company will authorize the issue and
sale of its 6.90%
Senior
Secured Note due August 15, 2031 (the
“Note” ) in the principal amount of $4,038,000.
The Note will be dated the date of issue, will bear interest
from the date of issue until maturity at the rate of
6.90%
per annum and
principal and interest thereon will be paid in installments as
provided in the amortization schedule attached as Annex I to
the Note. The Note will be otherwise substantially in the
form attached hereto as Exhibit A. Interest on the Note will
be computed on the basis of a 360-day year of twelve 30-day months.
You, the above addressee, are hereinafter sometimes referred to as
the “Purchaser.”
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Section 1.3.
Security
for the Note . The Note will be
secured by a Mortgage, Security Agreement, Assignment of Leases and
Rents and Fixture Filing Statement dated as of August 28, 2009
(the “Mortgage” ) from the Company for the
benefit of the Purchaser, creating a valid and perfected first
mortgage lien on the Property, together with the buildings,
structures and improvements now or hereafter located thereon, and
assigning the Company’s right, title and interest in and to
the Lease therein described. This Agreement, the Lease, the
Mortgage, the Subordination, Non-Disturbance and Attornment
Agreement referred to in Section 3.1, the Escrow and Servicing
Agreement referred to in Section 3.1, the Indemnity and
Guaranty Agreement referred to in Section 3.1, the Hazardous
Material Indemnity Agreement referred to in Section 3.1
and the Note are herein collectively referred to as the
“Operative Agreements.”
Section 1.4.
Sale of
Note . Subject to the
terms and conditions herein contained and on the basis of the
representations and warranties hereinafter set forth, the Company
agrees to issue and sell to you and you agree to purchase from the
Company on the date hereinafter specified, the Note at a price
equal to 100% of the principal amount thereof. The Note will
be delivered to you on August 28, 2009 (the “Closing
Date” ). Delivery of the Note on the Closing Date
will be made at the offices of Chapman and Cutler LLP, 111 West
Monroe Street, Chicago, Illinois 60603 against payment therefor in
Federal or other funds current and immediately available which
shall be pursuant to written payment instructions delivered by the
Company to you prior to the Closing Date. The Note will be
delivered to you on the Closing Date in the principal amount then
to be purchased by you, registered in your name or in the name of
such nominee as specified on Schedule I attached to the Escrow
and Servicing Agreement.
Section 1.5.
Definitions
.
Capitalized terms not otherwise defined herein shall have the
respective meanings ascribed thereto in the Mortgage.
SECTION 2.
REPRESENTATIONS.
Section 2.1.
Representations of the
Company . The Company
represents and warrants that all representations set forth in
Exhibit B hereto are true and correct as of the Closing Date
and are hereby incorporated herein by reference with the same force
and effect as though herein set forth in full.
Section 2.2.
Representations of the
Purchaser . You represent
that you are purchasing the Note for your own account, for the
purpose of investment and not with a view to the distribution
thereof, and that you have no present intention of selling,
negotiating, or otherwise disposing of the Note, it being
understood that the disposition of your property shall at all times
be and remain within your control.
SECTION 3.
CLOSING
CONDITIONS.
Your
obligation to purchase and pay for the Note shall be subject to the
following conditions precedent:
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Section 3.1.
Execution
and Recordation of Agreements . On or prior to
the Closing Date (a) the following documents, in a form
satisfactory to you and your special counsel, shall have been duly
executed, acknowledged and delivered by all parties thereto, and
shall be in full force and effect:
(i)
the
Mortgage;
(ii)
the
Subordination, Non-Disturbance and Attornment Agreement;
(iii)
the Escrow
and Servicing Agreement with RBC Capital Advisors, Inc.;
(iv)
the Indemnity
and Guaranty Agreement; and
(v)
the Hazardous
Material Indemnity Agreement.
(b)
The foregoing
documents described in clause (
