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EXHIBIT
10.4.3
PROMISSORY
NOTE
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$429,883.77
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October
31, 2006
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David
Hekemian, having an address at 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 September 30, 2016 (the " Maturity
Date "), the principal sum of Four Hundred Twenty Nine
Thousand, Eight Hundred Eighty Three Dollars and Seventy Seven
Cents
($429,883.77) 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, the first interest payment under this note shall
be due and payable on February 1, 2007. 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 Damascus 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
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