PROMISSORY NOTE
$340,000.00
December 18, 1996
Portland, Oregon
FOR VALUE RECEIVED, the undersigned, PORTLAND LOFTS
ASSOCIATES LIMITED PARTNERSHIP, a Delaware
limited partnership ("Obligor"), hereby promises to
pay to the order of XXXXXX X. XXXXX (X. Xxxxx') and XXXXX
X. XXXXX (X. Xxxxx) and, together with X. Xxxxx, "Obligees) at their
respective addresses hereinafter set forth,
the principal amount of THREE HUNDRED FORTY THOUSAND
AND NO/100 DOLLARS ($340,000.00), plus interest and other amounts
as provided herein, all in lawful money of the United States of America.
The unpaid principal balance of this Promissory Note
(this 'note) shall bear interest from December 1, 1996 at the rate
of eleven percent (11.0%) per annum; provided that after the
occurrence and during the continuance of an Event of Default
(hereinafter defined), the unpaid principal balance of, and all overdue
interest on, this Note shall bear interest at the rate of
fifteen percent (15.0%) per annum. Commencing on January 1, 1997, and
continuing on the first day of each calendar month thereafter to
and including December 1, 2006, Xxxxxxx shall make monthly payments
of principal and interest hereunder,each in the amount of $4,683.50.
Unless previously accelerated in the manner provided below, the
entire unpaid principal balance of and all unpaid accrued interest on
this Note shall be due and payable in full on January 1, 2007 (the
maturity date).
Obligor shall (i) pay one-half of any amount payable to
Obligees hereunder to X. Xxxxx at 937 S.W. 14th Ave., Xxxxx 000,
Xxxxxxxx, XX 00000, or such other address as he may
specify from time to time by written notice to Obligor-, and
(ii) pay one-half of any amount payable to Obligees thereunder to
L. Angel at 00 00 XX Xxxxxxxx Xxxxxxx, Xxxxxxxx, XX 00000, or such other
address as she may specify from time to time by written notice to
Obligor.
This Note may be prepaid in whole or in part at any time
without penalty; provided that any such prepayment shall be paid one-half
to X. Xxxxx and one-half to X. Xxxxx. All payments made pursuant to
this Note shall be applied first to the payment of attorneys' fees,
costs, and other charges to the extent provided herein, then to accrued
interest hereon; and then to principal.
Time is of the essence of the performance of Xxxxxxx's
obligations under this Note. In the event Obligor fails to pay the
amount owing under this Note within ten (I0) business days after written
notice from either Obligee stating that such payment is past due, such
failure shall constitute an "Event of Default." Upon the occurrence of an
Event of Default, the entire unpaid principal balance of this Note and all
unpaid accrued interest hereon shall, at Obligees' option, be added to the
Developer's Priority Amount (as that term is defined in the Amended and
Restated Agreement of Limited Partnership of Obligor). Obligee shall
be entitled to exercise such remedy at any time while such Event of
Default is continuing. Obligee's failure to exercise such remedy shall
not be deemed a waiver of any existing or subsequent default or a
waiver of any such remedy.
If following the occurrence of any default thereunder,
Obligees consult with an attorney regarding the enforcement of any of
their rights under this Note, or if this Note is placed in the hands
of an attorney for collection, or if a suit ,action or other proceeding
of any nature whatsoever is instituted to enforce this Note or in
connection with any controversy thereunder, Xxxxxxx agrees to pay all
costs thereof, including reasonable attorneys' fees, if Obligees prevail in
such suit, action, or other proceeding. Such costs and attorneys' fees
shall include, without limitation, those incurred on any appeal or review.
Obligor hereby waives presentment demand for payment,
notice of dishonor, protest, and notice of protest.
Any modification to this Note must be set forth in a
writing which, to the extent enforcement thereof may be sought against
Obligees, must be executed by both Obligees.
All notices under this Note shall be in writing. Notices
may be (i) delivered personally, (ii) transmitted by facsimile, (iii)
delivered by a recognized national overnight delivery service, or (iv)
mailed by certified United States mail, postage prepaid and return
receipt requested. Notices to Obligor shall be directed to their
respectiive addresses set forth beneath its signature below,
or to such other or additional address as it may specify from time to
time by written notice to Obligees. Notices to Obligees shall be directed
to their respective addresses set forth above in this Note or to such
other or additional address as either of them may specify from time
to time by written notice to Obligor. Any notice delivered in accordance
with this paragraph shall be deemed given when actually received or, if
earlier, (a) in the case of any notice transmitted by facsimile, on the
date on which the transmitting party receives confirmation of
receipt by facsimile transmission, telephone, or otherwise, (b) in the
case of any notice delivered by a recognized national overnight delivery
service, on the next business day after delivery to the service or, if
different, on the day designated for delivery, or (c) in the case of any
notice mailed by certified U.S. mail, three business days after deposit
therein.
This Note shall be governed by and construed in accordance
with the laws of the State of Oregon (without regard to the principles
thereof relating to conflicts of laws.
PORTLAND LOFTS ASSOCIATES LIMITED PARTNERSHIP,
a Delaware Limited partnership
By: Historic Preservation Properties 1989
Limited Partnership, its general partner
By: Boston Historic Properties Limited
Partnership, its general partner
By Xxxxxxxx X. Xxxxxxxx
Title General Partner
By. East Bank Angel Joint Venture,
an Oregon general partnership,
its general partner
BY: Xxxxxx X. Xxxxx XX, partner
Address for Notices to Obligor:
c/o Claremont Management Corporation
Batterymarch Park II
Quincy, MA 02169
Fax No.: (000-000-0000
