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