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PROMISSORY NOTE

Promissory Note

PROMISSORY NOTE | Document Parties: CENTURY PROPERTIES GROWTH FUND XXII | COOPER?S POINTE CPGF 22, L.P., You are currently viewing:
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CENTURY PROPERTIES GROWTH FUND XXII | COOPER?S POINTE CPGF 22, L.P.,

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Title: PROMISSORY NOTE
Governing Law: South Carolina     Date: 3/31/2006

PROMISSORY NOTE, Parties: century properties growth fund xxii , cooper?s pointe cpgf 22  l.p.
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LOAN NO. 006561

 

Exhibit 10.25

 

PROMISSORY NOTE

 

$7,735,000.00

December 27, 2005

North Charleston, South Carolina

 

1.

Promise to Pay .

FOR VALUE RECEIVED, the undersigned, COOPER’S POINTE CPGF 22, L.P., a Delaware limited partnership (“Borrower”), promises to pay in lawful money of the United States of America to the order of GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK, a New York corporation (“Lender”), at 707 East Main Street, Suite 1300-A, Richmond, Virginia 23219-3310, or such other place as Lender may designate in writing from time to time, the principal sum of SEVEN MILLION SEVEN HUNDRED THIRTY-FIVE THOUSAND AND 00/100 DOLLARS ($7,735,000.00), with interest from the date hereof on the unpaid principal balance at the rate set forth below.

2.

Interest .

Interest shall accrue on the unpaid principal balance from the date hereof to the Maturity Date (defined below) at a rate of FIVE AND FIFTY-TWO HUNDREDTHS PERCENT (5.52%) per annum.

3.

Payments and Term .

Principal and interest shall be due and payable as follows:

(a)

A payment of all interest to accrue hereon from the Disbursement Date to and including the last day of the month during which the Disbursement Date occurs shall be due and payable on the Disbursement Date.  For purposes hereof, the “Disbursement Date” shall be the date on which disbursement of loan proceeds occurs.

(b)

Monthly payments of principal and interest in the sum of Forty-four Thousand Sixteen and 00/100 Dollars ($44,016.00) each shall be due and payable on the first day of each calendar month, commencing on the first day of the second calendar month following the Disbursement Date and continuing on the first day of each calendar month thereafter to and including the Maturity Date.  The amortization period used to calculate the monthly payments is thirty (30) years, commencing January 1, 2006.

(c)

The entire indebtedness evidenced by this Note, if not sooner paid, shall be due and payable on December 31, 2014 (the “Maturity Date”).

(d)

All payments on account of the indebtedness evidenced by this Note shall be first applied to interest, costs and prepayment fees (if any) and then to principal.  Interest shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

4.

Prepayment .

This Note may be prepaid in full on a scheduled payment date, upon giving Lender thirty (30) days prior written notice, by paying, in addition to the outstanding principal balance at the date of prepayment (plus all accrued interest and other sums due under the terms of the Loan Documents, defined below), a “Prepayment Fee” (herein so called) in accordance with the terms hereof.

(a)

The Prepayment Fee is equal to the greater of:

(i)

One percent (1%) of the principal prepaid (principal outstanding after application of payment due on date of prepayment) at the date of prepayment, or

(ii)

the present value computed on a monthly basis as of the date of prepayment of all future principal and interest payments due under this Note (starting with the first monthly payment due after the prepayment date and including any balloon payments) using the Discount Rate (as defined below) less the principal prepaid.

(b)

As used herein, the following terms shall apply:

(i)

The “Discount Rate” (“DR”) is the rate which when compounded monthly, is equivalent to the Reinvestment Rate (“RR”) (as defined below) when compounded semi-annually.  The DR shall be rounded to the nearest one hundredth of one percent.

For example, if the RR equaled 2.35%, then the DR would equal 2.34%.  This is further defined as:

DR = ((((1+RR/2)^2)^(1/12))-1)*12

(ii)

The “Reinvestment Rate” (“RR”) is the yield in percent per annum of the Treasury Constant Maturity Nominal 10 (“TCM”) that equals the remaining Weighted Average Life (“WAL”) (as defined below) of the Note as published 5 business days prior to the date of prepayment in the Federal Reserve Statistical Release H.15 Selected Interest Rates .   If the remaining WAL of this Note does not equal any of the published TCM’s then the RR will be determined by interpolating linearly between two TCM’s, one having a maturity as close as possible to, but greater than the remaining WAL of this Note and one having a maturity as close as possible to, but less than the remaining WAL of this Note.  The RR shall be rounded to the nearest one hundredth of one percent.

For example, if the remaining WAL of the Note on June 24, 2004 was 1.38 years then the RR would equal 2.35%.  In this example interpolating the 1-year and the 2-year TCM’s arrives at the RR.  On June 24, 2004 the 1-year TCM equaled 2.11% and the 2-year TCM equaled 2.74%.

In the event the Federal Reserve Statistical Release H.15 Selected Interest Rates is discontinued or no longer published, Lender shall, in its sole discretion, designate some other daily financial or governmental publication of national circulation to determine the RR which most nearly corresponds to the yield of the TCM.

 

(iii)

The “Weighted Average Life” (“WAL”) of the Note is the average number of years that each dollar of unpaid principal due on the Note remains outstanding.  WAL is computed as the weighted-average time to the receipt of all future cash flows, using as the weights the dollar amounts of the principal paydowns.  The WAL shall be rounded to the second decimal place (for example:  1.38).

For example, for a loan with 17 months remaining and principal payments as detailed in Column B in the chart below, the WAL would equal 1.38 years.


 

 

 

 

 

 

A

 

B

 

C

Month

X

Principal Payment

=

Weighted Principal Payment

1

X

$4,495

=

$4,495

2

X

$4,521

=

$9,042

3

X

$4,547

=

$13,641

4

X

$4,574

=

$18,295

5

X

$4,600

=

$23,002

6

X

$4,627

=

$27,763

7

X

$4,654

=

$32,579

8

X

$4,681

=

$37,451

9

X

$4,709

=

$42,378

10

X

$4,736

=

$47,361

11

X

$4,764

=

$52,401

12

X

$4,792

=

$57,498

13

X

$4,819

=

$62,653

14

X

$4,848

=

$67,866

15

X

$4,876

=

$73,138

16

X

$4,904

=

$78,469

17

X

$1,577,601

=

$26,819,214

Totals:

$1,652,747

 

$27,467,245

 

Column C  =  Column A   X  Column B

WAL = (Total Column C / Total Column B) / 12

 

No Prepayment Fee shall be due if this Note is prepaid (a) during the ninety (90) days prior to the Maturity Date or (b) in connection with the application of insurance proceeds or any condemnation award as a result of Lender’s election under the Mortgage.

Borrower waives any right of prepayment except as expressly provided herein.

Lender shall notify Borrower of the amount and the basis of determination for the Prepayment Fee, which absent manifest error, shall be conclusive and binding upon Lender and Borrower.

Borrower expressly understands, acknowledges and agrees that (i) the Prepayment Fee is fair and reasonable and represents a reasonable estimate of the fair compensation for the loss that Lender shall sustain due to the early pre-payment of the outstanding principal under the Note, (ii) its agreement to pay the Prepayment Fee is a material inducement to Lender to make the loan, without which inducement Lender would not make the loan and (iii) the Prepayment Fee shall be paid without prejudice to the right of Lender to collect and retain any and all other amounts or charges provided to be paid hereunder or under the other Loan Documents.

Any partial prepayment shall be applied upon payments due hereon in the inverse order of their respective due dates.  Any and all prepayments of the principal amount of this Note, whether voluntary or involuntary, shall be subject to the terms of this paragraph 4, and include receipt by Lender of all or a part of the principal balance and the outstanding interest due pursuant to this Note prior to the date when same is due, irrespective of the source of such payment and irrespective of whether same was paid by the Borrower voluntarily or involuntarily.  Without limiting the generality of the foregoing, prepayment shall include payments from the Borrower, irrespective of whether before or after default, acceleration of the principal balance by virtue of default, and any payment of the principal balance and outstanding interest after the institution of foreclosure proceedings and upon sale in foreclosure.

5.

Restrictions on Transfer and Encumbrance .

Borrower acknowledges and agrees that the Mortgage (as defined and referenced in paragraph 9 below) contains, among other provisions, specific restrictions on the sale, transfer and encumbrance of the property securing this Note and on the ownership interests of Borrower.  Such restrictions are incorporated herein by reference.

6.

Default .

(a)

The occurrence of any one or more of the following shall constitute an “Event of Default” (herein so called) under this Note:

(i)

Failure to make any payment of principal or interest when due hereon, followed by the failure to make such payment within ten (10) days after written notice thereof given to Borrower by Lender; provided, however, that Lender shall not be obligated to give Borrower written notice prior to exercising its remedies with respect to such default if Lender had previously given Borrower during that calendar year a notice of default for failure to make a payment of principal or interest hereon.

(ii)

The occurrence of any other event of default under the Mortgage or any of the other Loan Documents (as defined and referenced in paragraph 9 below).

(b)

Time is of the essence.  Upon the occurrence of an Event of D


 
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