EXHIBIT 4(pp)
Installment Note between CRIIMI MAE Services, Inc. and
CRICO Mortgage Company, Inc.
INSTALLMENT NOTE
$1,387,546 June 30, 1995
FOR VALUE RECEIVED, CRIIMI MAE Services, Inc., a Maryland corporation (the
"Maker"), promises to pay to the order of CRICO Mortgage Company, Inc., a
Delaware corporation, or its successor (the "Holder"), the principal sum of One
Million Three Hundred Eighty Seven Thousand Five Hundred Forty Six Dollars
($1,387,546) with interest on the unpaid balance thereof (the "Principal
Balance") from the date hereof until maturity at a per annum rate of fourteen
percent (14%). All payments on this Note shall be paid in lawful money of the
United States of America at 00000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx 00000 or
at such other place as the Holder shall designate in writing.
This Note shall be paid in 15 consecutive annual installments equal to the
Annual Cash Flow. "Annual Cash Flow" means, with respect to the 12-month period
ended December 31 before the due date of an installment (or, in the case of the
first installment, the period from the date of the Note to December 31, 1995),
twenty-one percent (21%) of (1) the sum of (a) the Maker's net income from
continuing operations (excluding extraordinary items) before taxes and interest,
and (b) depreciation and amortization of assets, in each case computed in
accordance with generally accepted accounting principles consistently applied,
minus (2) taxes currently payable. The installment shall be due and payable
annually 20 days after each December 31, commencing on January 20, 1996, and the
final installment shall be due and payable on January 20, 2010 (the "Maturity
Date").
Attached to this Note as Exhibit 1 is a schedule of installment due dates
and benchmark amounts with respect to such dates. To the extent that the Annual
Cash Flow paid with respect to a particular installment is less than the
corresponding benchmark amount set forth on Exhibit 1, then the amount of the
shortfall shall accrue interest at the annual rate of sixteen percent (16%)
until paid.
Each installment (and all other payments on this Note) shall be applied
first to the payment of accrued but unpaid interest, and second to reduce the
Principal Balance. If this Note is not fully paid in the maximum number of
installments, then the Principal Balance and all accrued interest shall
automatically become due and payable on the Maturity Date.
The Maker may make prepayments at any time and from time to time at its
sole option, without premium or penalty.
If any installment is not paid within 15 days of its due date, the Maker
shall pay a late charge equal to 5% of the amount of the late payment.
Interest shall be calculated on the basis of a 365-day year applied to the
actual number of days the Principal Balance is outstanding. After maturity
(whether by acceleration, declaration, extension or otherwise), the Principal
Balance plus accrued and unpaid interest earned to maturity shall bear interest
at a per annum rate of 16%.
The occurrence of any one or more of the following events shall constitute
a default under this Note (a "Default"): (i) the failure of the Maker to pay
when due the Annual Cash Flow, and the continuation of such failure for 5 days
after such failure; (ii) the filing of a voluntary petition for relief in a case
under the United States Bankruptcy Code as to the Maker; (iii) the filing by the
Maker of any petition for relief under any state insolvency or similar law; (iv)
the filing of an involuntary petition under the United States Bankruptcy Code or
any similar law against the Maker, which petition is not dismissed within 75
days after its filing; (v) the dissolution, liquidation, merger, consolidation
or other reorganization of the Maker without the prior written consent of the
Holder; or (vi) the sale by the Maker of all or substantially all of its assets
out of the ordinary course of its business without the prior consent of the
Holder. Whenever there is a Default under this Note, the Holder may, at its
option, declare the amounts due under this Note immediately due and payable, and
exercise any or all rights and remedies available to it hereunder or under
applicable laws.
Each right, power and remedy of the Holder under this Note or under
applicable laws shall be cumulative and concurrent, and the exercise of any one
or more of them shall not preclude the simultaneous or later exercise by the
Holder of any or all such other rights, powers, or remedies. No failure or
delay by the Holder to insist upon the strict performance of any one or more
provisions of this Note or to exercise any right, power or remedy consequent
upon a breach thereof or default hereunder shall constitute a waiver thereof, or
preclude the Holder from exercising any such right, power or remedy. By
accepting full or partial payment after the due date of any amount of principal
or interest on this Note, the Holder shall not be deemed to have waived the
right either to require prompt payment when due and payable of all other amounts
of principal of or interest on this Note or to exercise any rights and remedies
available to it in order to collect all such other amounts due and payable under
this Note. No modification, change, waiver or amendment of this Note shall be
deemed to be made by the Holder unless in writing signed by the Holder, and each
such waiver, if any, shall apply only with respect to the specific instance
involved. This Note shall be deemed to be made in, and shall be governed by
laws of, the State of Maryland.
CRIIMI MAE Services, Inc.
By: /s/ H. Xxxxxxx Xxxxxxxxxx
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Name: H. Xxxxxxx Xxxxxxxxxx
Title: President
