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Exhibit 10.50
PROMISSORY NOTE
U.S. $2,275,000.00
February 6, 2006
FOR VALUE RECEIVED, Cole Operating Partnership II, LP, a
Delaware
limited partnership ("Borrower"), hereby promises to pay to the
order of Series
C, LLC, a Delaware limited liability company ("Lender"), at the
office of Lender
located at 2555 East Camelback Road, Suite 400, Phoenix, AZ 85016,
the principal
amount of $2,275,000.00, together with interest on the principal
balance
outstanding hereunder, from (and including) the date of
disbursement until (but
not including) the date of payment, at a per annum rate equal to
the Stated
Interest Rate specified below or, to the extent applicable, the
Default Interest
Rate specified below, in accordance with the following terms and
conditions:
1.
Contracted For Rate of Interest. The contracted for rate of
interest of
the indebtedness evidenced hereby, without limitation, shall
consist of the
following:
(a) The Stated Interest Rate (as hereinafter defined), as from time
to
time in effect, calculated daily on the basis of actual days
elapsed over a
360-day year, applied to the principal balance from time to time
outstanding
hereunder;
(b) The Default Interest Rate (as hereinafter defined), as from
time
to time in effect, calculated daily on the basis of actual days
elapsed over a
360-day year, applied to the principal balance from time to time
outstanding
hereunder; and
(c) All Additional Sums (as hereinafter defined), if any.
Borrower agrees to pay an effective contracted for rate of interest
which is the
sum of the Stated Interest Rate referred to in Subsection 1(a)
above, plus any
additional rate of interest resulting from the application of the
Default
Interest Rate referred to in Subsection 1(b) above, and the
Additional Sums, if
any, referred to in Subsection 1(c) above.
2.
Stated Interest Rate. Except as provided in Section 3 below,
interest
shall accrue on the principal balance outstanding hereunder during
each Interest
Period (as hereinafter defined) at the Stated Interest Rate. The
Stated Interest
Rate shall be a rate per annum equal to the 1-month LIBOR plus
2.0%. "Interest
Period" means each period commencing on the first day of the
calendar month and
ending on the first day of the next succeeding calendar month;
provided (i) the
first Interest Period shall commence on the date hereof and (ii)
any Interest
Period that would otherwise extend past the maturity date of this
Note shall end
on the maturity date of this Note. "LIBOR" means, with respect to
each Interest
Period, the rate for U.S. dollar deposits with a maturity equal to
the number of
months specified above, as reported on Telerate page 3750 as of
11:00 a.m.,
London time, on the second London business day before such Interest
Period
begins, or, in the case of the first Interest Period, the second
London business
day before the first day of the calendar month during which such
Interest Period
begins (or if not so reported, then as determined by the Lender
from another
recognized source or interbank quotation).
3.
Default Interest Rate. The Default Interest Rate shall be the
Stated
Interest Rate plus 4.0% per annum. The principal balance
outstanding hereunder
from time to time shall bear interest at the Default Interest Rate
from the date
of the occurrence of an Event of Default (as hereinafter defined)
hereunder
until the earlier of: (a) the date on which the principal balance
outstanding
hereunder, together with all accrued interest and other amounts
payable
hereunder, are paid in full; or (b) the date on which such Event of
Default is
timely cured in a manner satisfactory to Lender, (i) if Borrower is
specifically
granted a right to cure such Event of Default in any of the Loan
Documents (as
hereinafter defined) or (ii) if no such right to cure is
specifically granted,
then Lender, in its sole and absolute discretion, permits such
Event of Default
to be cured.
4.
Payment. Accrued interest under this Note shall be due and payable
in
consecutive monthly payments, commencing on March 1, 2006, and
continuing on the
same day of each month thereafter until the Note is
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paid in full. In any event, the principal balance outstanding
hereunder,
together with all accrued interest and other amounts payable
hereunder, if not
sooner paid as provided herein or in any of the Loan Documents,
shall be due and
payable on December 31, 2006.
5.
Application and Place of Payments. Payments received by Lender
with
respect to the indebtedness evidenced hereby shall be applied in
such order and
manner as Lender in its sole and absolute discretion may elect.
Unless otherwise
elected by Lender, all such payments shall first be applied to
accrued and
unpaid interest at the Stated Interest Rate and, to the extent
applicable, the
Default Interest Rate, next to the principal balance then
outstanding hereunder,
and the remainder to any Additional Sums or other costs or added
charges
provided for herein or in any of the Loan Documents. Payments
hereunder shall be
made at the address for Lender first set forth above, or at such
other address
as Lender may specify to Borrower in writing.
6.
Prepayments. Payments of principal hereof may be made at any time,
or
from time to time, in whole or in part, without penalty, provided
that all
previously matured interest and other charges accrued to the date
of prepayment
are also paid in full. Notwithstanding any partial prepayment of
principal
hereof, there will be no change in the due d
