|
[logo]
IMPERIAL
CAPITAL BANK
PROMISSORY NOTE SECURED BY DEED OF
TRUST
(TCM Fixed Rate - LIBOR Adjustable (Amortizing) /
Recourse)
$3,150,000.00
Los Angeles, California
August 22, 2006
NOTICE
TO BORROWER: THIS NOTE CONTAINS PROVISIONS FOR A VARIABLE
INTEREST RATE AND FOR VARIABLE PAYMENT AMOUNTS.
1.
Promise to Pay.
In installments
and at the times stated in this Note, for value received,
Northtown Business Center, L.L.C., a Missouri limited liability
company ("Maker"),
promises to pay
to IMPERIAL CAPITAL BANK ("Holder"),
or order, at 700 North Central Avenue, Suite 100, Glendale,
California 91203, or at such other place as the Holder may from
time to time designate in writing, the principal sum of
Three Million One Hundred Fifty Thousand and 00/100
($3,150,000.00), or
so much thereof as may be disbursed by the Holder, with interest
from the date of initial disbursement of all or any part of the
principal of this Note (the
" Disbursement
Date
" )
on unpaid principal at the interest rate or interest rates provided
for in this Note.
2.
Interest Rate; Payment of Principal and
Interest.
2.1
Certain Definitions.
For
purposes of this Note, the following terms shall have
the
following definitions:
(a)
"Note Rate" means the per annum interest rate on the principal sum
of this Note which is outstanding from time to time.
(b)
"Fixed Rate" means a rate equal to
six and eight hundred seventy thousandths percent (6.870%) per
annum.
(c)
"Fixed
Rate Term" means the period commencing on the Disbursement
Date and continuing for a term expiring
sixty (60) months
after the first (1
s` )
day of the first (1
st )
month following the Disbursement Date (or if the Disbursement Date
occurs on the first (1
st )
day of a month, continuing for a term expiring
sixty (60) months
after the Disbursement Date) during which interest at the Fixed
Rate shall accrue on the outstanding principal balance of this
Note.
(d)
"Index" means
the six (6) month London Interbank Offered Rate (LIBOR) as
published in the Wall Street Journal.
(e)
"Current
Index" means, with respect to each Interest Change Date, the
most recent Index figure available as of the tenth (10th) day
prior to such Interest Change Date.
(f)
" Interest
Change Date
" means
September 1, 2011 and
each
March 1st, and September 1st thereafter
to and including
March 1, 2016
REV. DATE 8/06
PROM. NOTE - FIXED RATE/ADJ. (AMORTIZING)
MAKER'S INITIALS:
/s/CS mgr
(g)
"Payment Change Date" means
October 1,
2011 and each April 1st
and October 1st
thereafter to and including April 1,
2016.
(h)
"Amortization Period" means a period of
three hundred sixty (360) months
commencing on September 1,
2006.
(i)
"Remaining Amortization Period" means, with respect to each
Payment Change
Date, the number of months remaining in the Amortization Period as
of the Interest Change Date immediately
preceding such Payment Change Date.
(j)
" Installment
Payment Date
" means
October 1, 2006 and
the first (1st) day of each month thereafter to and including
August
1, 2016.
(k)
"Monthly Payment
" means
the total amount of the monthly installment payment of principal
and interest due and payable under this Note on an installment
Payment Date.
(l)
"Loan Year" means (i) the period from the Disbursement Date to the
first (1st)
day of the first (1st) calendar month after the month in which the
Disbursement Date occurs together with
the consecutive twelve (12) calendar month period following such
first (1st) day; and (ii) each consecutive twelve (12) calendar
month period thereafter commencing on the anniversary of such first
(1st) day.
|
2.2 |
Interest. The
Note Rate shall be computed as follows:
|
(a)
Fixed Rate Interest Period.
From
the Disbursement Date to the first Interest Change Date after the
end of the Fixed Rate Term, the Note Rate shall be equal to the
Fixed Rate.
(b)
Initial Interest Rate for Adiustable Interest
Period.
Subject
ONLY to
the lifetime maximum interest rate limitation specified in Section
2.3(a) below, effective as of the first Interest
Change Date, the Note Rate shall be equal to the
greater of
the following rates (such greater rate is
referred to as the "Initial Adjustable Interest Rate
" ):
(i) a rate equal to the Current Index applicable to
such
first Interest Change Date plus
two and one hundred thousandths (2.100)
percentage points per annum
(the "Spread"), rounded upward to the nearest one-thousandth
(1/1,000) of one percentage point (0.001%); OR (ii)
four and ninety-nine hundredths percent (4.99%)
per
annum.
(c)
Adjustments
to Interest Rate. Subject
to the limitations contained in Section 2.3(b) below, the Holder
shall increase or decrease the Note Rate in accordance with this
Section 2.2(c) commencing with the
second Interest
Change Date. The new Note Rate which becomes effective on each such
Interest Change Date shall be equal to the Current Index applicable
to the Interest Change Date
plus the Spread, rounded upward to the nearest one-thousandths
(1/1,000) of one percentage point (0.001%).
|
2.3 |
Limitations on Interest Rate Changes.
|
(a)
Limitation to Interest Rate Adjustment on First Interest
Change
Date.
Notwithstanding
anything to the contrary contained in Section 2.2(b) above, and
except as otherwise provided in Section 4 below, no change to the
Note Rate shall be made on the first Interest Change Date to the
extent that such change would result in an increase in the Note
Rate above a rate that is equal to
four (4.0) percentage points over
the Fixed Rate.
(b)
Limitation
to Interest Rate Adjustments on Second and All
Subsequent Interest Change Dates.
Notwithstanding
anything to the contrary contained in Section 2.2(c) above, and
except as otherwise provided in Section 4 below, no change to the
Note Rate shall be made on the
second and
on any subsequent Interest Change Dates to the extent that such
change (i)
2
MAKER'S INITIALS:
/s/CS mgr
would
result in an increase in the Note Rate above a rate that is
equal to
four (4.0) percentage points over
the Fixed Rate; or (ii) would result in an increase in the Note
Rate of more than
one percent (1.0%) over
the Note Rate that became effective on the immediately preceding
Interest Change Date; or (iii) would result in a decrease in the
Note Rate to a rate which is less than
four and ninety-nine hundredths percent (4.99%)
per
annum.
2.4
Payments.
Principal
and interest shall be due and payable as follows:
(a)
Initial Interest Payment.
A
single installment payment of interest only for
the period from the Disbursement Date to the first (1st) day of the
first (1st) calendar month following the
month in which the Disbursement Date occurs shall be due and
payable on the Disbursement Date.
(b)
Amortized Payments of Principal and Interest Durinq
Fixed Rate
Interest Period.
Commencing
on
October 1, 2006 and
continuing on the first ( 1
st )
day of each month thereafter
to and including the first (1
5` )
day of the month immediately preceding the first Payment Change
Date, principal and interest shall be due and payable in an amount
sufficient to repay the principal balance of this Note over the
Amortization Period, together with interest thereon, in equal
monthly installments at the
Fixed Rate.
(c)
Amortized Payments of Principal and Interest During
Adjustable
Interest Period.
Principal
and interest shall be due and payable commencing on the first
Payment Change Date and on each Installment Payment Date thereafter
as follows: The Holder shall increase or decrease the Monthly
Payment in accordance with this Section 2.4(c) effective on each
Payment Change Date. The Monthly Payment which shall be due and
payable commencing on each Payment Change Date and on each
Installment Payment Date thereafter until the next Payment Change
Date shall be equal
to the amount of the monthly payment that would be sufficient to
repay the principal balance of this Note
outstanding immediately preceding the Payment Change Date over the
Remaining Amortization Period, together with interest thereon, in
equal monthly installments at the Note Rate in effect on the
Interest Change Date immediately preceding the Payment Change
Date.
(d)
Payment on Maturity Date.
The
entire unpaid principal balance of this Note and all accrued and
unpaid interest thereon shall be due and payable on
September 1, 2016.
3.
Interest Computation.
Notwithstanding
anything to the contrary contained in this Note (including any
references in this Note to amortized payments or the calculation of
monthly principal and interest payments over the Amortization
Period or Remaining Amortization Period), interest at the rates
provided for in this Note shall be computed on the basis of a three
hundred sixty (360) day year for the actual number of days during
which the principal balance of this Note is outstanding. Maker
acknowledges and agrees that the calculation of interest on the
basis described in the preceding sentence
may result in the accrual and payment of interest in amounts
greater than those which would be
payable
if interest were calculated on the basis of a three hundred
sixty-five (365) day year. All payments under
this Note shall be made in immediately available funds and shall be
credited first to accrued interest then due and thereafter to
unpaid principal and then impound charges and other charges, fees,
costs and expenses payable by Maker under this Note or in
connection with the loan evidenced by this Note (the "Loan") in
such order as the Holder may determine in its sole and absolute
discretion. If any payment
of interest is not made when due, at the option of the Holder of
this Note, such interest payment shall
bear interest at the same rate as principal from and after the due
date of the interest payment. Principal and interest shall be
payable only in lawful money of the United States of
America.
4.
After Maturity/Default Rate of Interest.
From
and after either (a) the occurrence of an Event of Default (whether
or not the Holder has elected to accelerate unpaid principal and
interest under this
Note as a result of such Event of Default); or (b) the maturity of
this Note (whether the stated maturity date
of this Note or the maturity date resulting from the Holder's
acceleration of unpaid principal and interest), then in either of
such circumstances, interest on the unpaid principal balance of
this Note shall accrue
at a rate equal to the lower of (a) the greater of (i) eighteen
percent (18%) per annum; or (ii) five
3
MAKER'S INITIALS:
/s/CS mgr
percent
(5%) per annum above the otherwise applicable rate of interest
under Section 2.2 above; or (b) the
maximum rate permitted by applicable law.
5.
Late
Charge.
If
any installment of interest, principal, or both principal and
interest under this
Note is not paid within ten (10) days after the date on which it is
due, Maker shall immediately pay a late
charge equal to ten percent (10%) of such installment to the Holder
to compensate the Holder for administrative
costs and expenses incurred in connection with such late payment.
Maker agrees that the actual
damages suffered by the Holder because of any late installment
payment are extremely difficult and impracticable to ascertain, and
the late charge described in this Section represents a reasonable
attempt to fix suc
| 
