Blue
Ridge WMN, LLC
$4,340,000
6.90% Senior Secured Note
______________
Note
Purchase Agreement
______________
Dated
August 28, 2009
Blue Ridge
WMN, LLC
P.O. Box
707
Blakeslee,
Pennsylvania 18610
Attention: Eldon D. Dietterick
Note Purchase
Agreement
Re:
$4,340,000
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
WMN, LLC, a limited liability company organized under the laws of
the State of Minnesota (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 August 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 Co., a corporation organized under the laws
of the State of Illinois, as tenant (“Tenant”).
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 $4,340,000. 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.”
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:
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 (i) and all necessary
financing statements and similar notices, if and to the extent
permitted or required by
