EXHIBIT 10.2
PROMISSORY
NOTE
Honolulu,
Hawaii
$10,000,000.00
September September 2,
2009
FOR VALUE
RECEIVED, PACIFIC OFFICE PROPERTIES, L.P., a Delaware limited
partnership (the “Maker”), promises to pay to the order
of FIRST HAWAIIAN BANK, a Hawaii corporation (the
“Lender”), at its main office at 999 Bishop Street,
Honolulu, Hawaii 96813 or at such other place as the holder of this
Note (the “Holder”) may from time to time designate,
the principal sum of TEN MILLION AND NO/100 DOLLARS
($10,000,000.00) (the “Maximum Commitment”), or so much
thereof as is from time to time advanced, pursuant and subject to
the terms and conditions of that certain Credit Agreement executed
concurrently herewith by the Maker and the Lender (the “Loan
Agreement”), together with interest on each advance of the
principal sum, from the date thereof, at the interest rate
specified below on the principal balance remaining unpaid from time
to time.
Interest . The interest payable under this
Note shall be a fluctuating rate per annum equal to one (1.00)
percentage point higher than the effective rate of interest paid by
the Lender on the “Pledged Account” (as defined in the
Loan Agreement) from time to time during the term of this
Note. Interest shall be computed on the basis of a year
of 360 days, and the actual number of days elapsed.
Advances . Within the limits of the Maximum
Commitment, and subject to the provisions of this Note, and to the
terms and conditions of the Loan Agreement, the Maker may borrow,
prepay and re-borrow. All advances made by the Lender to
the Maker hereunder and all payments made by the Maker on account
of principal or interest shall be endorsed on the grid attached
hereto which is a part of this Note. The Lender will
advance to the Maker such sums, within the limits of the Maximum
Commitment, as may be requested from time to time, upon notice
given by telephone (promptly confirmed in writing) received from
Lawrence J. Taff or such other officer of the Maker as may be
designated by Lawrence J. Taff in writing. The Lender will
thereupon charge such sums against this Note and will credit such
sums to the Maker’s general deposit account with the Lender.
The authorized persons designated above may also prepay any
borrowing hereunder by instructing the Lender to charge such sums
as may be requested against the Maker’s general deposit
account with the Lender, and to credit such sums to the
indebtedness evidenced by this Note, provided that the amount
requested is, on the date of such request, on deposit in such
account. The Lender will thereupon confirm to the Maker
by debit advice the amount of such charge. The Lender
shall incur no liability to the Maker in acting upon instructions
which the recipient thereof believes in good faith to have been
given by the above authorized persons. The Maker hereby
irrevocably authorizes the Lender to comply with all of the
instructions and directions of such persons, whether given by
telephone, telefax, in writing or otherwise, relating to borrowing
or payments hereunder. Instructions given by telephone
shall be directed to the Lender’s Corporate Banking Division,
and any instructions or directions given by telephone will be
confirmed the same day by the Maker in writing by delivering to the
Lender a form in substantially the form attached hereto as Exhibit
“1”. The Lender will render to the Maker, on
or before the tenth day of each calendar month, a statement of all
loan transactions and loan balances for the previous month, which
statement shall be deemed to be correct and conclusively binding
upon the Maker, unless it notifies the Lender to the contrary
within fifteen (15) days after receipt. The debit
balance of this Note may not at any time exceed the amount of the
Maximum Commitment.
Payments;
Maturity Date . Interest only shall be payable
monthly in arrears, commencing on the first day of October, 2009,
and continuing on the first day of each calendar month thereafter
until the principal and interest on this Note are fully
paid. All unpaid principal and accrued but unpaid
interest shall be due and payable on September 2, 2011, unless
sooner due as hereinafter provided (the “Maturity
Date”).
Application
of Payments . Except in the case of an election
to the contrary by the Holder, and to the extent permitted by law,
all payments will be applied first to charges, then
interest
