EXHBIT 10.47.1
TERM LOAN NOTE
$1,900,000.00 July 3, 1997
Des Moines, Iowa
FOR VALUE RECEIVED, on the Term Loan Termination Date, and subject in any event
to the principal payments required to be made prior thereto, the undersigned,
THE CHESTNUT PARTNERSHIP, a Maryland general partnership (the "BORROWER"),
promises to pay to the order of NORWEST BANK IOWA, NATIONAL ASSOCIATION, a
national banking association (the "BANK"), the principal sum of One Million Nine
Hundred Thousand Dollars ($1,900,000.00) or, if less, the aggregate unpaid
principal amount of the Loan (as defined in the Term Loan Agreement referred to
below) made by the Bank to the Borrower pursuant to the Term Loan Agreement,
dated as of July 3, 1997, by and among the Borrower; Bank and Guarantors named
therein, (the "TERM LOAN AGREEMENT"), together with interest from the date
hereof on the unpaid principal balance of such Loan payable from time to time on
the dates and at the rates as are specified in the Term Loan Agreement.
Capitalized terms used and not otherwise defined herein shall have the same
meaning herein as in the Term Loan Agreement.
Both principal and interest are payable without set off, counterclaim or
deduction of any kind in lawful money of the United States of America at the
main banking office of Bank in Des Moines, Iowa, on the dates and in the manner
set forth in the Term Loan Agreement as it now exists or may be hereafter
amended, as appropriate. The principal amount of the Loan made by the Bank to
the Borrower, the amount of interest accrued thereon and the amount and date of
each payment of principal and interest thereon shall be recorded in the Bank's
records for the Borrower but the failure of the Bank to so record such
information shall not relieve the Borrower of its obligation to make payment of
such item when due. The Bank's records as to the aggregate unpaid principal
amount of its Loan and of any and unpaid accrued interest on such Loan shall be
conclusive evidence of the amount of the Borrower's obligation to the Bank in
respect of such Loan, in the absence of manifest error.
This promissory note is the Note referred to in the Term Loan Agreement, and is
entitled to the benefits and is subject to the terms of the Term Loan Agreement,
including, without limitation, the limitation on the maximum amount of Loan
available to be borrowed from the Bank. This Note is secured by the Liens
granted under the Term Loan Agreement and the other Loan Documents. This Note is
prepayable in the amounts and under the circumstance set forth in the Term Loan
Agreement, and its maturity is subject to Acceleration upon the terms and
conditions set forth therein.
If this Note is not paid when due (whether at maturity or upon Acceleration or
demand), the Borrower agrees to pay all costs of collection including reasonable
attorney fees and legal expenses incurred by the holder hereof.
Presentment for payment, demand, notice of dishonor, protest, and notice of
protest are hereby expressly waived.
This Note is being delivered in the State of Iowa and shall be construed and
enforced in accordance with the laws of the State of Iowa.
IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ
CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR
ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED.
YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT.
THE CHESTNUT PARTNERSHIP
By: XXXXXXXXXX JOINT VENTURE, as a general
partner of The Chestnut Partnership; and by
THE CHESTNUT REAL ESTATE PARTNERSHIP as a
general partner of The Chestnut Partnership,
by Xxxxxxxxxx Joint Venture as a general
partner of The Chestnut Real Estate
Partnership
By: Chestnut Village, Inc., a general partner
By: /s/ Xxxxxx X. Xxxx
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Title: Treasurer
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By: WEST JOPPA ROAD LIMITED PARTNERSHIP, as a
general partner of The Chestnut Partnership;
and by THE CHESTNUT REAL ESTATE PARTNERSHIP
as a general partner of The Chestnut
Partnership, by West Joppa Road Limited
Partnership as a general partner of The
Chestnut Real Estate Partnership
By: Rosedale Care, Inc., a general partner
By: /s/ X.X. Xxxxxx
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Title: President
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By: Continental Care, Inc., a general partner
By: X.X. Xxxxxxxxxxx, Xx.
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Title: President
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