Exhibit 10.2
SENIOR SECURED PROMISSORY NOTE
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| $46,000,000 |
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April 8, 2008 |
FOR VALUE RECEIVED, on or before
April 8, 2011, subject to an Extension (as defined below) (the
“ Maturity Date ”), Origen Financial L.L.C., a
Delaware limited liability company (“ Borrower
”), promises to pay to the order of the William M. Davidson
Trust u/a/d 12/13/04 (“ Lender ”) at 2300 Harmon
Road, Auburn Hills, Michigan 48326, the principal amount of FORTY
SIX MILLION AND NO/100 DOLLARS ($46,000,000) (“ Total
Principal Amount ”), or such amount less than the Total
Principal Amount which is outstanding from time to time if the
total amount outstanding under this Senior Secured Promissory Note
(“ Note ”) is less than the Total Principal
Amount, together with accrued but unpaid interest thereon as
provided below. The Maturity Date may be extended by Borrower for
one, one-year period (the “ Extension ”) upon
prior written notice to Lender and payment by Borrower to Lender of
a fee in an amount equal to 2.0% of the outstanding unpaid
principal balance owing under this Note as of the date of the
Extension. Interest on the unpaid principal balance hereof from
time to time outstanding shall accrue for the period from and
including the date hereof, to but excluding the date this Note is
paid in full, at the fixed rate per annum equal to fourteen and
one-half percent (14.5%), calculated on the basis of actual days
elapsed in a year of 365 days. Borrower shall pay such
interest, unless earlier payment is required hereunder, in cash in
arrears on the last day of each calendar month period during which
this Note remains outstanding (each an “ Interest Payment
Date ”) with the first Interest Payment Date occurring on
April 30, 2008.
If an Event of Default (as defined
below) occurs or if this Note is not paid when due by maturity,
acceleration or otherwise, then notwithstanding the above, interest
shall be payable thereafter at the rate which is six percent (6%)
per annum in excess of the rate described above (the “
Default Rate ”). In no event shall the aggregate
interest rate payable under this Note exceed the Maximum Rate. The
term “ Maximum Rate ,” as used herein, shall
mean at the particular time in question the maximum rate of
interest, which, under applicable law, may then be charged on this
Note.
The principal of, all accrued but
unpaid interest and all unpaid costs and expenses incurred pursuant
to this Note shall be due and payable in full on the Maturity
Date.
Borrower may prepay all or any
portion of the principal of this Note at any time without payment
of any premium or penalty, except as provided below, upon at least
thirty (30) days prior written notice to Lender.
Notwithstanding the foregoing, in the event Borrower prepays the
entire principal balance of this Note with the proceeds of a
refinancing of the indebtedness evidenced hereby, Borrower shall
pay Lender a termination fee equal to 1.50% multiplied by the
principal balance so refinanced and prepaid. Unless otherwise
agreed to in writing, or otherwise required by applicable law,
payments will be applied first to all costs, expenses, indemnities
and other amounts payable hereunder and under the other Loan
Documents (as defined below), then to payment of any default
interest, then to the unpaid accrued interest and any remaining
amount to principal. All payments of principal of or interest on
this Note shall be made in lawful money
of the
United States of America in immediately available funds, at the
address of Lender indicated above, or such other place as the
holder of this Note shall designate in writing to Borrower. If any
payment of principal of or interest on this Note shall become due
on a day which is not a Business Day (as hereinafter defined), such
payment shall be made on the next succeeding Business Day and any
such extension of time shall be included in computing interest in
connection with such payment. As used herein, the term “
Business Day ” shall mean any day other than a
Saturday, Sunday or any other day on which national banking
associations are authorized to be closed. The books and records of
Lender shall be prima facie evidence of all
outstanding principal of and accrued and unpaid interest on this
Note.
This Note is issued by Borrower
pursuant to the provisions of the Senior Secured Loan Agreement of
even date herewith (the “ Loan Agreement ”) by
and between Borrower and Lender
