Exhibit 10.2
PROMISSORY NOTE
(Portfolio A)
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$543,820.33
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February 13, 2009
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FOR VALUE RECEIVED, the undersigned,
CLST Asset III, LLC, a Delaware limited liability company (the
“ Borrower ”), hereby promises to pay to the
order of Fair Finance Company, an Ohio corporation (the “
Lender ”) the principal sum of FIVE HUNDRED
FORTY-THREE THOUSAND EIGHT HUNDRED TWENTY DOLLARS AND THIRTY-THREE
CENTS ($543,820.33) together with interest as provided herein (the
“ Loan ”).
The Borrower shall repay the Loan in eleven (11) quarterly
installments, which shall consist of (i) equal principal
payments of $49,438.21 each, plus (ii) all interest accrued
through such payment date
(together, the “ Term
Loan Payment
”). Beginning on April 1, 2009, each Term Loan
Payment shall be payable on the first day of each January, April,
July and October. The Borrower’s final Term Loan
Payment, due on August 13, 2011, shall include all outstanding
principal and accrued and unpaid interest under the
Loan.
The Borrower may prepay this note in
whole at any time or in part from time to time. Any such
prepayment shall be applied first to accrued interest, then to
principal hereunder in inverse order of maturity.
All payments by the Borrower shall
be made to the Lender at its principal office in Akron, Ohio and
shall be payable in lawful currency of the United States in
immediately available funds.
Principal of this note outstanding
from time to time shall bear interest at a rate per annum which
shall from day to day equal the Floating Rate, each change in the
rate charged hereunder to become effective without notice to the
Borrower on the effective date of each change in the Floating Rate
or the Maximum Lawful Rate, as applicable; provided that interest
charged hereunder shall be limited to the Maximum Lawful Rate.
Interest on this note shall be calculated on the basis of actual
days elapsed and computed as if each year consisted of 365 days,
subject to the limitations of the Maximum Lawful Rate. If at
any time or from time to time the rate of interest applicable to
this note is limited to the Maximum Lawful Rate, then any
subsequent reduction in the Floating Rate shall not reduce the rate
of interest payable below the Maximum Lawful Rate until the total
amount of interest accrued from and after the date of this note
equals the amount of interest which would have accrued thereon if
the Floating Rate had at all times been in effect.
If any principal of or interest on
this note is not paid in accordance with the provisions contained
herein, such overdue principal and, to the extent permitted by
applicable law, overdue interest shall bear interest from the due
date, payable on demand, until paid at a rate per annum equal to
the sum of five percent (5.0%) plus the LIBOR Rate from time
to time in effect, subject to the limitations of the Maximum Lawful
Rate.
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