|
PROMISSORY NOTE
$750,000.00
FOR VALUE RECEIVED, STIFEL FINANCIAL CORP., a
Delaware corporation (the "Borrower"), promises to pay to the order
of THE MAYOR AND CITY COUNCIL OF BALTIMORE, a body politic and
corporate and a political subdivision of the State of Maryland, by
and through the DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT,
its successors and assigns c/o CITY OF BALTIMORE DEVELOPMENT
CORPORATION (hereafter, the "Lender"), the principal sum of Seven
Hundred and Fifty Thousand Dollars ($750,000.00) (the "Principal
Loan Amount") to be advanced to Borrower (the "Loan") in accordance
with the terms and conditions contained in the Loan Agreement of
even date herewith (the "Loan Agreement"). (The Loan Agreement and
this Note collectively referred to as the "Loan Documents.")
Said principal and interest shall be payable as
set forth herein below.
1. Interest .
-
-
A. Beginning on
the date hereof, interest shall accrue on the Principal Loan Amount
at the rate of two percent (2%) per annum (the "Fixed Rate").
B. Interest
shall be calculated on the basis of a 360-day year, for the actual
number of days the principal is outstanding.
C. Should an
Event of Default (beyond any applicable notice and cure period or
periods) occur under this Note or the Loan Agreement, interest
shall accrue from the date of the Event of Default at the prime
rate of interest as published in The Wall Street Journal on the
date of the Event of Default, plus four percent (4%) (the "Default
Rate").
D.
Notwithstanding the above provisions as to interest payable, under
no circumstances shall interest accrue or be payable at a rate in
excess of the maximum rate allowed by applicable laws. If the
Lender has collected interest in excess of such maximum rate, then
the Borrower's only remedy shall be that the Lender will apply such
excess interest as a full or partial prepayment of the unpaid
balance of the principal amount to the extent of the unpaid
principal balance and refund any additional excess amount to the
Borrower.
2. Repayment and Maturity Date
.
-
-
A. Commencing on
March 1, 2007, and continuing on the same calendar day of each
calendar month through February 1, 2011, the Borrower shall pay to
the holder monthly installments of interest only in the amount of
One Thousand Two Hundred Fifty Dollars ($1,250.00) per month.
B. Commencing on
March 1, 2011, and continuing on the same calendar day of each
month thereafter until February 1, 2017, the Borrower shall pay the
holder monthly installments of principal and interest in the amount
of Six Thousand Three Hundred Thirty Four Dollars and Forty Three
Cents ($6,334.43) per month.
C. Maturity
Date . The maturity date of the Loan shall be February 1, 2017
(the " Maturity Date") and unless extended by the terms of section
2.D, the Borrower shall make on the Maturity Date a final balloon
payment of Three Hundred Sixty-Seven Thousand One Hundred and
Sixteen Dollars and Eighty Five Cents ($367,116.85) plus all unpaid
principal and accrued but unpaid interest, late charges and other
fees and charges being due and payable pursuant to the Loan
Documents.
D.
Extension . The Maturity Date may be extended to February 1,
2022 (the "Extended Maturity Date") if Stifel, Nicolaus &
Company, Incorporated, a subsidiary of the Borrower ("Stifel
Nicolaus") agrees in writing to exercise at least one five-year
renewal option (the "Renewal") pursuant to the terms of its lease
(the "Lease") at 1 South Street, Baltimore, Maryland (the
"Property") and the Borrower gives the Lender written notice
of the Renewal prior to December 31, 2016. Upon the satisfaction of
such conditions precedent:
-
-
-
(i) Commencing
on March 1, 2017, and continuing on the same calendar day of each
month thereafter until February 1, 2022, Borrower shall pay the
holder monthly installments of principal and interest in the amount
of Six Thousand Three Hundred Thirty Four Dollars and Forty Three
Cents ($6,334.43) per month, which date is the final and absolute
maturity date of this Promissory Note, at which time all sums due
hereunder, including principal, interest, charges and fees, shall
be paid in full.
3. Project .
-
- The proceeds of the Loan shall be
contributed by the Borrower to Stifel Nicolaus which shall use such
amounts to construct leasehold improvements, purchase machinery and
equipment, and for related matters at the Property (the
"Project").
4. Repayment .
-
- A. The entire principal balance of the
Loan, together with all accrued interest and any other sums
pursuant to the Loan Documents, become immediately due and payable
at the option of the Lender on the occurrence of any of the
following:
-
-
-
(i) The Maturity Date, unless extended to the
Extended Maturity Date pursuant to Section 2.D, supra ;
or
(ii) An Event of Default (beyond any applicable
notice and cure period or periods) as defined in the Loan
Documents.
-
- B. Failure to exercise the option to
accelerate in Section 4(A)(ii), supra , shall not constitute
a waiver of the right to exercise this option in the event of any
subsequent default or occurrence allowing for acceleration, after
any applicable notice and cure periods in any of the Loan
Documents.
5.
Prepayment . The Borrower, upon five (5) calendar days
advance notice to the Lender, may prepay the Loan, in whole or in
part, at any time from time to time without penalty. All repayments
under this Note shall be applied to the outstanding principal
balance in the inverse order of scheduled maturity.
6.
Default . An event of default under this Note (an "Event
of Default") shall be deemed to exist upon the occurrence of any of
the following: (1) failure to pay any principal, late charges,
interest, or undisputed expenses within ten (10) days when due, or
failure to perform any other obligations hereunder, after any
applicable notice and cure periods in any of the Loan Documents;
(2) a default in any of the requirements of Borrower, or any other
person providing security for this loan, under any Loan Document
referred to above, after any applicable notice and cure periods in
any of the Loan Documents; (3) a default in any other agreement
between Borrower and the Lender or any affiliate of the Lender,
whether previously, simultaneously, or hereafter entered into,
after any applicable notice and cure periods therein; (4) voluntary
bankruptcy, insolvency, or receivership proceedings being
instituted in any state or federal court by the Borrower or an
involuntary bankruptcy, insolvency, or receivership proceedings
being instituted in any state or federal court against the
Borrower, in which case the Borrower may receive a grace period as
set forth in subsection (ii), infra ; (5) any warranty,
representation, or statement to the Lender by or on behalf of the
Borrower proving to have been incorrect in any material respect
when made or furnished; (6) a dissolution or liquidation of the
Borrower without prior written consent of Lender; (7) failure of
Borrower to furnish to the Lender such information as the Lender
may require from time to time and as set forth in any of the Loan
Documents; (8) default under any obligation or indebtedness
owed by the Borrower to the Lender under any other loan or to any
other lender, regardless of when created or whether secured or
unsecured, after any applicable notice and cure period(s) therein;
(9) failure to comply with applicable federal, state and local
regulations relating to use of the source of funds of the Loan; and
(10) failure to use the proceeds of the Loan for such purposes as
contemplated in the Loan Documents. The contrary, notwithstanding,
no Event of Default shall be deemed to have occurred with respect
to the following events until after the expiration of the
applicable grace or curative period, time being of the essence:
-
-
i. Thirty (30) calendar days after receipt of
written notice from the Lender to the Borrower, as to a failure to
perform an affirmative nonmonetary covenant, a violation of a
negative covenant, a breach of warranty or representation, or any
other event not previously addressed in this Paragraph, unless such
Event of Default cannot be cured within thirty (30) calendar days
after Borrower's receipt of such written notice, in which case the
Borrower shall have a greater period of time if diligently pursuing
such cure.
ii. Except as provided above, in no event shall
this Note be deemed to provide a grace period applicable to an
Event of Default based upon (i) the filing of a voluntary or
involuntary bankruptcy petition, except as stated in this Note with
respect to an Event of Default based upon the filing of an
involuntary bankruptcy petition, for which a period of ninety (90)
calendar days shall be permitted for the Borrower to obtain an
unconditional dismissal of any petition filed in connection with
any involuntary case, (ii) any Event of Default for which a
specific period for the cure thereof is specified in this
Paragraph, describing such Event of Default, other than as
specified in this Subparagraph, or (iii) any payment of principal
due under this Note by scheduled maturity of acceleration, in Event
of Default.
7.
Remedies, . Upon the occurrence of an Event of Default,
and the expiration of any applicable cure period, the Borrower
shall pay the Lender all expenses incurred by the Lender in
collecting the amounts due under this Note. Those expenses include
actual attorney's (and paralegal) fees and court costs. If an Event
of Default occurs, after the expiration of any applicable cure
period, the Lender has the right to declare the entire unpaid
balance of principal of this Note, and all accrued but unpaid
interest, immediately due and payable without notice or demand. The
Borrower agrees that an Event of Default shall be a default under
all other liabilities and obligations of Borrower to the Lender,
and that the Lender has the right to declare immediately due and
payable all such other liabilities and obligations. If not then
paid, the principal balan
|
