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EXHIBIT
10.3.3
PROMISSORY
NOTE
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$
506,000.00
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July
19, 2005
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David Hekemian , having an address of 2 Columbus Ave., Apt
19A (herein referred to as the " Borrower
"), for value received, hereby promises to pay to the order of
FIRST REAL ESTATE
INVESTMENT TRUST of NEW JERSEY , successors and/or assigns
(herein referred to as the " FREIT
") at its offices, 505 Main Street, Hackensack, New Jersey 07601,
on or before June 19, 2015 (the " Maturity
Date "), the principal sum of Five hundred and Six Thousand
Dollars and no cents ($ 506,000.00
) or so
much thereof as shall be outstanding as of the Maturity Date, and
to pay interest on the unpaid principal amount hereunder as
hereinafter set forth.
(a) Interest
on this Note shall be charged at a per annum rate (the “
LIBOR
Rate ”), equal to two hundred twenty-five (225)
basis points in excess of “ LIBOR
” (as defined below), for the corresponding “
LIBOR
Interest Period” (being periods of three (3)
months). No LIBOR Interest Period shall extend
beyond the Maturity Date of this Note. The Libor
Rate should be reset on each November 1, February 1, May 1 and
August 1 during the term.
(b) (i) For
the purposes hereof, any interest period to which a LIBOR Rate
applies is referred to as a “ LIBOR
Interest Period” , and the loan, or any part
thereof, when bearing a LIBOR Rate, is referred to herein as a
A LIBOR
Loan.
(ii) The
term " LIBOR
" or “ LIBOR
Rate ” shall mean, as applicable to any LIBOR
Loan, the rate per annum as determined on the basis of the
offered rates for deposits in U.S. dollars, for a period of
time comparable to such LIBOR Loan as reported in the
Wall Street
Journal on the business day closest to the day prior to
the reset date.
(c) LIBOR
shall be adjusted each November 1, February 1, May 1 and
August 1 during the term of this Note (such day
being referred to herein as a “ Reset
Date ”) (but if any day is not a Business Day,
then the first succeeding day that is a Business Day shall
instead apply.
(d) The
Borrower shall have the right to repay Loan without
penalty.
(e) In
the event Borrower's employment by Hekemian & Co., Inc.
shall terminate for any reason, then this Note shall be repaid
within 90 days of demand therefor by FREIT.
1.
The Borrower shall pay to FREIT interest upon any
unpaid balance on this Note, which interest shall be due and
payable to FREIT on November 1, February 1, May 1, and August
1 during the term in arrears, on the outstanding principal
balance, commencing on November 1, February 1, May 1, and
August 1 during the term of the month. Interest
will be charged on all sums due to FREIT even after a default
or judgment. Each payment made to FREIT, when paid,
shall be applied first to the payment of all interest, charges
and fees accrued and unpaid, and the balance
thereof
to payment on account of principal. Interest shall
be calculated on the basis of a 365-day year and the actual
number of days elapsed. Notwithstanding anything
hereinabove to the contrary, any interest accrued from the
date of the Note through October 31, 2006 shall be due and
payable on November 30, 2006. Pursuant to the
Pledge and Security Agreement entered into between Borrower
and FREIT, all refinancing proceeds, distributions, and other
cash flow paid to FREIT as assignee of Borrower’s
Membership Interest in Rotunda 100, LLC, shall be applied
first to accrued and unpaid interest, charges and fees, and
then to any outstanding principal.
2.
On the Maturity Date there shall be due and payable all unpaid
principal together with all accrued and unpaid interest,
charges, and fees and all other sums computed in accordance
with this Note or otherwise payable pursuant to the Loan
Documents. If the Maturity Date is not a business
day, this final payment shall be due and payable on the
preceding business day.
3.
In the event any payment of interest or principal is
received by FREIT more than ten (10) days after the date due,
the Borrower shall, to the extent permitted by law, pay FREIT
a late charge of five (5%) percent of the overdue
payment.
4.
To the extent permitted by law, upon the
occurrence of an Event of Default, as defined herein the rate
of interest on the unpaid principal balance shall, at the
option of FREIT be five (5%) percent in excess of
the rate of interest provided herein (the " Default
Rate "). The Borrower acknowledges
that: (i) such additional rate is a material
inducement to FREIT to make the loan; (ii) FREIT would not
make the loan in the absence of the agreement of the Borrower
to pay such additional rate; (iii) such additional rate
represents compensation for increased risk to FREIT that the
loan will not be repaid; and (iv) such rate is not a penalty
and represents a reasonable estimate of (a) the cost to FREIT
in allocating its resources (both personnel and financial) to
the ongoing review, monitoring, administration and collection
of the loan and (b) compensation to FREIT for losses that are
difficult to ascertain.
5.
Any one or more of the following shall constitute
an event of default under this Note (each an “
Event
of Default ”” and collectively “
Events
of Default” “):
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(a)
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If
default shall be made in the payment of any amount payable under
this Note when and as the same shall become due and
payable.
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(b)
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If
an Event of Default as defined in the Pledge and Security Agreement
hereinafter defined shall occur.
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6.
If any Event of Default shall have occurred, FREIT
may:
(a) declare
the entire unpaid principal balance, together with all accrued
and unpaid interest, charges, fees and all other sums under
this Note to be due and payable, whereupon this Note shall
become forthwith due and payable as to principal, interest,
charges, fees and all other
sums
due hereun
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