Exhibit 99.2
PROMISSORY NOTE
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DEFINED
TERMS .
As used in this Promissory Note, the
following terms shall have the following meanings:
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1.1.
Borrower: Whitestone Centers LLC, a Texas
limited liability company, its successors and
assigns.
1.2.
Lender : Sun Life Assurance Company of Canada, a Canadian
corporation, together with other holders from time to time of this
Note.
1.3.
Guarantor: Whitestone REIT, a Maryland real estate
investment trust.
1.4.
Principal Sum: $4,000,000.00.
1.5.
Monthly Payment: $29,893.61.
1.6.
Date of Disbursement: October 1, 2008.
1.7.
Interest Rate: 6.53% per annum.
1.8.
Default Rate: the Interest Rate plus five percent (5%) per
annum, but in no event greater than the maximum lawful rate of
interest.
1.9.
Maturity Date: October 1, 2013.
1.10.
Amortization Period: Twenty (20) years from the
Interest Only Payment Date.
1.11.
Interest Only Payment Date: October 1, 2008,
being the first day of the first month after the Date of
Disbursement.
1.12.
First Payment Date : November 1, 2008, being the
first day of the second month after the Date of
Disbursement.
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Lender’s Payment Address:
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Sun Life
Assurance Company of Canada
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c/o Kinghorn
Driver Hough & Co.
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1300 Post Oak
Blvd., Suite 1200
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Houston, Texas
77056
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1.14.
Permitted Prepayment Period: the period
commencing on Date of Disbursement and ending on the Maturity Date,
subject to and in accordance with the provisions of Paragraphs 12
and 13 of this Note.
1.15.
Mortgage: a Deed of Trust and Security Agreement
of even date with this Note from Borrower to, or for the benefit
of, Lender, which secures Borrower’s obligations hereunder,
and which covers property in Harris County, Texas, and all
modifications or amendments thereto or extensions
thereof.
1.16.
Loan Documents, Insurance Proceeds, Laws, Taking Proceeds,
Secured Debt, Property, and Event of Default : shall have the
same meanings as in the Mortgage.
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DEBT . For value received, Borrower promises to pay to
the order of Lender, the Principal Sum with interest on unpaid
principal from the Date of Disbursement at the Interest Rate.
Interest shall be calculated on a 360-day year of twelve 30-day
months.
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PAYMENTS . Borrower shall pay the Monthly Payment to Lender
commencing on the First Payment Date and continuing on each monthly
anniversary thereof until the Maturity Date. If a payment date is a
non-business day, the Monthly Payment shall be due on the next
business day. On the Interest Only Payment Date,
Borrower shall pay the interest then due and accrued from the Date
of Disbursement.
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On the Maturity
Date, Borrower shall pay to Lender the entire then unpaid balance
of principal and interest. Lender shall have no
obligation, express or implied, to refinance the “balloon
payment” then due.
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All payments shall be made in lawful money of
the United States of America, in immediately available funds, at
Lender’s Payment Address, or at such other place as Lender
may from time to time designate in writing.
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LATE CHARGE
AND ADDITIONAL
INTEREST. Borrower recognizes that if it does
not make the Monthly Payments when due, Lender will incur
additional administrative expenses in servicing the loan, will lose
the use of the money due and will be frustrated in meeting its
other financial and loan commitments. Lender and
Borrower acknowledge that different methods could be used to
calculate Lender’s actual damages if the Monthly Payment is
not made when due. To avoid disputes over which method shall apply,
Borrower agrees that a late charge equal to four percent (4%) of
each Monthly Payment which is not made when due is a reasonable
method for calculating said damages. Borrower shall pay
such late charge to Lender immediately after the due date for each
Monthly Payment which is not made when due. The payment
of such late charge shall not affect Lender’s other rights
and remedies under this Note and the other Loan
Documents.
All expenditures by Lender pursuant to the Loan
Documents, other than advances of the Principal Sum, which are not
reimbursed by Borrower immediately upon demand; all amounts
remaining due and unpaid after the Maturity Date; and any amounts
due and unpaid after an Event of Default (including late charges)
shall bear interest at the Default Rate until such amounts are paid
to Lender. Such payments shall be in addition to the late charge
described above.
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APPLICATION OF PAYMENTS.
Unless Lender elects otherwise, all sums received by
Lender in payment hereunder shall be applied first to late charges,
costs of collection or enforcement, all expenditures made by Lender
pursuant to the Loan Documents, and any other similar amounts due,
if any, under this Note and the other Loan Documents, then to
amounts due pursuant to Paragraph 13 of this Note, then to interest
which is due and payable under this Note and the remainder to
principal due and payable under this Note. If an Event
of Default has occurred and is continuing, such payments may be
applied to sums due hereunder or under the other Loan Documents in
any order and combination that Lender may, in its sole discretion,
determine.
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WAIVERS. Borrower waives presentment for payment, demand,
notice of nonpayment, notice of intention to accelerate the
maturity of this Note, diligence in collection, commencement of
suit against any obligor, notice of protest, and protest of this
Note and all other notices in connection with the delivery,
acceptance, performance, default or enforcement of the payment of
this Note, before or after maturity of this Note, with or without
notice to Borrower, and agrees that Borrower’s liability
shall not be in any manner affected by any indulgence, extension of
time, renewal, waiver or modification granted or consented to by
Lender. Borrower consents to any and all extensions of
time, renewals, waivers or modifications that may be granted by
Lender with respect to the payment or other provisions of this
Note, and to any substitution, exchange or release of the
collateral for this Note, or any part thereof, with or without
substitution of said collateral, and agrees to the addition or
release of any guarantor, all whether primarily or secondarily
liable, before or after maturity of this Note, with or without
notice to Borrower, and without affecting
Borrower’s liability under this Note.
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NO USURY. It is the intent of Lender and Borrower in the
execution of this Note and all other Loan Documents to contract in
strict compliance with applicable usury law. In
furtherance thereof, Lender and Borrower stipulate and agree that
none of the terms and provisions contained in this Note, or in any
other Loan Documents, shall ever be construed to create a contract
to pay for the use, forbearance or detention of money, interest at
a rate in excess of the maximum interest rate permitted to be
charged by applicable law; that neither the Borrower nor any
guarantors, endorsers or other parties now or hereafter becoming
liable for payment of this Note shall ever be obligated or required
to pay interest on this Note at a rate in excess of the maximum
interest that may be lawfully charged under applicable law; and
that the provisions of this Paragraph 7 shall control over all
other provisions of this Note and any other Loan Documents which
may be in apparent conflict herewith. Lender expressly
disavows any intention to charge or collect excessive unearned
interest or finance charges in the event the maturity of this Note
is accelerated. If the maturity of this Note shall be
accelerated for any reason or if the principal of this Note is paid
prior to the end of the term of this Note, and as a result thereof
the interest received for the actual period of existence of the
loan evidenced by this Note exceeds the applicable maximum lawful
rate, Lender shall, at its option, either refund to Borrower the
amount of such excess or credit the amount of such excess against
the principal balance of this Note then outstanding and thereby
shall render inapplicable any and all penalties of any kind
provided by applicable law as a result of such excess
interest. In the event that Lender shall contract for,
charge or receive any amount or amounts and/or any other thing of
value which are determined to constitute interest which would
increase the effective interest rate on this Note to a rate in
excess of that permitted to be charged by applicable law, an amount
equal to interest in excess of
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