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EXHIBIT 99.2
FORM OF NOTE
$_______________ December 23, 1997
On or before the Maturity Date, as defined in that certain Unsecured
Revolving Credit Agreement dated as of December 23, 1997 (the "Agreement")
between XXXXXXX OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership
("Borrower"), Xxxxxxx Financing Partnership, Xxxxxxx Real Estate, Inc. and The
First National Bank of Chicago, a national bank organized under the laws of the
United States of America, individually and as Administrative Agent for the
Lenders, BankBoston, N.A., a national bank organized under the laws of the
United States of America, individually and as Documentation Agent for the
Lenders and certain other lenders party thereto (as such terms are defined in
the Agreement), Borrower promises to pay to the order of
_________________________ (the "Lender"), or its successors and assigns, the
principal sum of ____________________ AND NO/100 DOLLARS ($__________) or the
aggregate unpaid principal amount of all Loans (other than Competitive Bid
Loans) made by the Lender to the Borrower pursuant to Section 2.1 of the
Agreement, without set-off or counterclaim in immediately available funds at the
office of the Administrative Agent in Chicago, Illinois, together with interest
on the unpaid principal amount hereof at the rates and on the dates set forth in
the Agreement and all other then due fees or charges as provided herein or in
the Agreement. The Borrower shall pay this Promissory Note ("Note") in full on
or before the Maturity Date in accordance with the terms of the Agreement.
The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual practice,
the date and amount of each Advance and the date and amount of each principal
payment hereunder.
This Note is issued pursuant to, and is entitled to the benefits of,
the Agreement and the other Loan Documents, to which Agreement and Loan
Documents, as they may be amended from time to time, reference is hereby made
for, inter alia, a statement of the terms and conditions under which this Note
may be prepaid or its maturity accelerated. Capitalized terms used herein and
not otherwise defined herein are used with the meanings attributed to them in
the Agreement.
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If there is an Event of Default or Default under the Agreement or any
other Loan Document and Lender exercises its remedies provided under the
Agreement and/or any of the Loan Documents, then in addition to all amounts
recoverable by the Lender under such documents, Lender shall be entitled to
receive reasonable attorneys fees and expenses incurred by Lender in exercising
such remedies.
Borrower and all endorsers severally waive presentment, protest and
demand, notice of protest, demand and of dishonor and nonpayment of this Note
(except as otherwise expressly provided for in the Agreement), and any and all
lack of diligence or delays in collection or enforcement of this Note, and
expressly agree that this Note, or any payment hereunder, may be extended from
time to time, and expressly consent to the release of any party liable for the
obligation secured by this Note, the release of any of the security of this
Note, the acceptance of any other security therefor, or any other indulgence or
forbearance whatsoever, all without notice to any party and without affecting
the liability of the Borrower and any endorsers hereof.
This Note shall be governed and construed under the internal laws of
the State of Illinois.
BORROWER AND LENDER, BY ITS ACCEPTANCE HEREOF, EACH HEREBY WAIVE ANY
RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY
RIGHT UNDER THIS PROMISSORY NOTE OR ANY OTHER LOAN DOCUMENT OR RELATING THERETO
OR ARISING FROM THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF THIS NOTE AND
AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY.
XXXXXXX OPERATING LIMITED PARTNERSHIP
By: XXXXXXX REAL ESTATE, INC., its
general partner
By:
Its:
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PAYMENTS OF PRINCIPAL
Unpaid
Principal
Notation
Date Balance
Made by
