GTJ REIT, INC.,
GREEN ACQUISITION, INC.,
TRIBORO ACQUISITION, INC,
JAMAICA ACQUISITION, INC.,
000-00 000XX XXXXXX, XXX,
00-00 XXXXXXXX XXXXX XXXXXXXXX, LLC,
00-00 00XX XXXXXX, XXX, AND
114-15 XXX XXXXXX BOULEVARD, LLC
SENIOR MORTGAGE NOTE
No. MR-1 July 2, 2007
$200,000.00 PPN: 36238@ AA4
FOR VALUE RECEIVED, each of GTJ REIT, INC., a Maryland corporation (the
"Parent"), GREEN ACQUISITION, INC., a New York corporation, TRIBORO ACQUISITION,
INC, a New York corporation, JAMAICA ACQUISITION, INC., a New York corporation,
000-00 000XX XXXXXX, XXX, x Xxx Xxxx limited liability company (the "First Green
Operating Subsidiary"), 00-00 XXXXXXXX XXXXX XXXXXXXXX, LLC, a New York limited
liability company (the "Second Green Operating Subsidiary"), 00-00 00XX XXXXXX,
XXX, x Xxx Xxxx limited liability company (the "Triboro Operating Subsidiary"),
and 114-15 XXX XXXXXX BOULEVARD, LLC, a New York limited liability company (the
"Jamaica Operating Subsidiary") (collectively, herein called the "Borrowers"),
jointly and severally hereby promises to pay to ING USA ANNUITY AND LIFE
INSURANCE COMPANY, or registered assigns, the principal sum of TWO HUNDRED
THOUSAND DOLLARS (or so much thereof as shall remain outstanding) on July 1,
2010, subject to extension at the option of the Borrowers as set forth in
Section 7 below (the "Maturity Date"), with interest (computed on the basis of a
360-day year of twelve 30-day months), payable monthly on the first day of each
calendar month commencing on August 1, 2007 and at maturity, (i) on the unpaid
balance at the rate of 6.59% per annum (the "Interest Rate"), and (ii) to the
extent permitted by law, on any overdue payment of such interest and, during the
continuance of an Event of Default (as defined below), on such unpaid principal
balance and on any overdue payment of any Make-Whole Amount (as defined below),
at a rate per annum from time to time equal to the Default Rate. The Default
Rate shall mean the lesser of (a) the Interest Rate plus two percent (2%) and
(b) the highest rate permitted by applicable law.
1. Manner of Payment. Payment of principal, interest and any Make-Whole
Amount with respect to this Mortgage Note are to be made in lawful money of the
United States of America.
2. Senior Mortgage Notes. This Mortgage Note is one of a class of senior
notes (herein called the "Mortgage Notes") issued pursuant to the Loan
Agreement, dated as of June 30, 2007 (as from time to time amended, restated or
otherwise modified, the "Loan Agreement"), among the Borrowers, and the
respective Lenders named therein, and is entitled to the benefits thereof and of
a certain Mortgage and Security Agreement (the "Mortgage") of even date herewith
made by the First Green Operating Subsidiary, the Second Green Operating
Subsidiary, the Triboro Operating Subsidiary and the Jamaica Operating
Subsidiary encumbering such parties' respective fee simple interest in the
properties known as (i) 000-00 000xx Xxxxxx, Xxxxxxx, Xxxxxx, (xx) 00-00
Xxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxx, Xxxxxx, Xxx Xxxx, (xxx) 00-00 00xx Xxxxxx,
Xxxx Xxxxxxxx, Xxx Xxxx and (iv) 114-15 Xxx Xxxxxx Boulevard, Jamaica, Queens,
New York.
3. Registered Mortgage Note. This Mortgage Note is a registered note and,
as provided in the Loan Agreement, upon surrender of this Mortgage Note for
registration of transfer, duly endorsed, or accompanied by a written instrument
of transfer duly executed, by the registered holder hereof or such holder's
attorney duly authorized in writing, a new Mortgage Note for a like principal
amount will be issued to, and registered in the name of, the transferee. Prior
to due presentment for registration of transfer, the Borrowers may treat the
person in whose name this Mortgage Note is registered as the owner hereof for
the purpose of receiving payment and for all other purposes, and the Borrowers
will not be affected by any notice to the contrary.
4. Optional Prepayment. This Mortgage Note is subject to optional
prepayment at the times and on the terms specified below:
(a) Provided that there are no Non-Mortgage Loans (as defined in the Loan
Agreement) outstanding or Commitments (as defined in the Loan Agreement) to make
Non-Mortgage Loans available from the Lenders to the Borrowers, the Borrowers
may, at their option, upon notice as provided in subsection (b), prepay the
outstanding principal of this Mortgage Note, and all other notes evidencing the
Mortgage Loan (as defined in the Loan Agreement), in whole but not in part at
any time on or after the date that is 30 months after the date hereof, together
with all accrued interest thereon and any applicable Make-Whole Amount.
Notwithstanding the above-described lock-out period, if Lenders permit the
Borrowers to prepay the Non-Mortgage Loans prior to the expiration of the
lock-out period, the Borrowers shall also be entitled to prepay the Mortgage
Loan, together with all accrued interest thereon and any applicable Make-Whole
Amount.
(b) The Parent will give each Lender written notice of its intention to
make the optional prepayment hereunder not less than five Business Days (as
defined in the Loan Agreement) and in any event not more than 60 days prior to
the date fixed for such prepayment. Each such notice shall specify (i) such date
(which shall be a Business Day), (ii) the aggregate principal amount of the
Mortgage Loan to be prepaid on such date, (iii) the principal amount of the
Mortgage Loan held by each Lender to be prepaid, and (iv) the interest to be
paid on the prepayment date with respect to such principal amounts being
prepaid, accompanied by a certificate of a Senior Financial Officer (as defined
in the Loan Agreement) as to the estimated Make-Whole Amount due in connection
with such prepayment (calculated as if the date of such notice were the date of
the prepayment), setting forth the details of such computation. Two Business
Days prior to any such prepayment of the Mortgage Loan, the Parent shall deliver
to each Lender a certificate of a Senior Financial Officer specifying the
calculation of such Make-Whole Amount as of the specified prepayment date.
(c) The principal amount of the Mortgage Loan shall mature and become due
and payable on the date fixed for such prepayment, together with interest on
such principal amount accrued to such date and the applicable Make-Whole Amount,
if any. From and after such date, unless the Borrowers shall fail to pay such
principal amount when so due and payable, on the date so fixed for prepayment,
together with the interest and Make-Whole Amount, if any, as aforesaid, interest
on such principal amount shall cease to accrue.
(d) The Borrowers will not and will not permit any Affiliate (as defined in
the Loan Agreement) to prepay, purchase, redeem or otherwise acquire, directly
or indirectly, the Mortgage Loan except upon the payment or prepayment of the
Mortgage Loan in accordance with the terms of this Mortgage Note and the Loan
Documents.
(e) "Make-Whole Amount" means an amount equal to the excess, if any, of the
Discounted Value of the Called Principal of the Mortgage Loan over the amount of
such Called Principal; provided that the Make-Whole Amount may in no event be
-2-
less than 1% of the Called Principal of the Mortgage Loan. In no event shall
delivery to any of the Lenders of any certificate of a Senior Financial Officer
(or of any other writing by or on behalf of any of the Borrowers) specifying the
calculation of any Make-Whole Amount affect the rights of the Lenders to
challenge the accuracy of any such calculation or the rights of the Lenders to
be paid the full amount of any Make-Whole Amount due to them in accordance with
the terms of this Agreement. For the purposes of determining the Make-Whole
Amount, the following terms have the following meanings:
(i) "Called Principal" means the principal of such Mortgage Loan that is to
be prepaid pursuant to the terms of this Section 4 or has become or is declared
to be immediately due and payable as a result of an Event of Default (as defined
in Section 9 below), as the context requires.
(ii) "Discounted Value" means, with respect to the Called Principal of the
Mortgage Loan, the amount obtained by discounting such Called Principal from the
Maturity Date to the Settlement Date with respect to such Called Principal, in
accordance with accepted financial practice and at a discount factor (applied on
the same periodic basis as that on which interest on the Mortgage Loans is
payable) equal to the Reinvestment Yield with respect to such Called Principal.
(iii) "Reinvestment Yield" means, with respect to the Called Principal of
the Mortgage Loan, the yield to maturity implied by (i) the yield reported as of
10:00 a.m. (New York City time) on the second Business Day preceding the
Settlement Date with respect to such Called Principal, on the applicable display
page in the pages designated as Pages PX1 through 8 (or such other display as
may replace such pages on Bloomberg Financial Markets ("Bloomberg") or, if such
page (or its successor screen on Bloomberg) is unavailable, the Telerate Access
Service screen that corresponds most closely to such page for actively traded
U.S. Treasury securities having a maturity equal to the Remaining Life of such
Called Principal as of such Settlement Date or (ii) if such yield is not
reported as of such time or the yield reported as of such time is not
ascertainable, the Treasury Constant Maturity Series Yields reported, for the
latest day for which such yield has been so reported as of the second Business
Day preceding the Settlement Date with respect to such Called Principal, in
Federal Reserve Statistical Release H.15 (519) (or any comparable successor
publication) for such U.S. Treasury security. The Reinvestment Yield shall be
rounded to the number of decimal places as appears in the Interest Rate.
(iv) "Remaining Life" means, with respect to such Called Principal, the
number of years (calculated to the nearest one-twelfth year) that will elapse
between the Settlement Date with respect to such Called Principal and the
Maturity Date.
(v) "Settlement Date" means the date on which such Called Principal is to
be prepaid pursuant to this Section 4 or has become or is declared to be
immediately due and payable as a result of an Event of Default.
5. Method of Payment; When Payments Deemed Made. The Borrowers will pay all
sums becoming due hereunder by Federal funds transfer of immediately available
funds to the account of the Lender as specified in Schedule A to the Loan
Agreement, or by such other method or at such other address as such Lender shall
have from time to time specified to the Parent in writing for such purpose,
without the presentation or surrender of any Mortgage Note or the making of any
notation thereon. Any such payment to be made to the Lender shall be deemed to
have been made on the Business Day such payment actually becomes available to
the Lender at such Lender's bank prior to the 1:00 p.m. (local time in New York
City).
-3-
6. Payments Due on Non-Business Days.
Anything herein to the contrary notwithstanding (but without limiting the
requirements of Section 4 that any date specified for prepayment of the Mortgage
Loan shall be a Business Day), any payment of principal of or Make-Whole Amount
or interest on the Mortgage Loan that is due on a date other than a Business Day
shall be made on the next succeeding Business Day without including the
additional days elapsed in the computation of the interest payable on such next
succeeding Business Day; provided that if the Maturity Date is a date other than
a Business Day, the payment otherwise due on the Maturity Date shall be made on
the next succeeding Business Day and shall include the additional days elapsed
in the computation of interest payable on such next succeeding Business Day.
7. Prepayment in the Event of Casualty or Condemnation; Prepayment Upon a
Change in Control. Proceeds of casualty or condemnation shall be applied in
accordance with Sections 2.04 and 2.05 of the Mortgage. In the event of a Change
of Control (as defined in the Loan Agreement), Section 4.4 of the Loan Agreement
shall govern.
8. Extension of Maturity Date. Provided that no Default (as defined in the
Loan Agreement) or Event of Default shall then be continuing, the Borrowers may
extend the Maturity Date in strict accordance with Section 4.2(b) of the Loan
Agreement. In no event shall the Maturity Date be extended more than two (2)
years.
9. Event of Default. An "Event of Default" shall exist if any of the
following conditions or events shall occur and be continuing:
(a) the Borrowers default in the payment of any principal or Make-Whole
Amount with respect to this Mortgage Note or any other note evidencing the
Mortgage Loan when the same becomes due and payable, whether at maturity or at a
date fixed for prepayment or by declaration of otherwise; or
(b) the Borrowers default in the payment of interest on this Mortgage Note
or any other note evidencing the Mortgage Loan for more than two Business Days
after the same become due and payable; or
(c) an Event of Default shall occur under the Loan Agreement, the Mortgage
or any other Loan Document.
If an Event of Default occurs and is continuing, the principal of this
Mortgage Note may be declared or otherwise become due and payable in the manner,
at the price (including any applicable Make-Whole Amount) and with the effect
provided in the Loan Agreement.
10. Joint and Several. Subject to Section 3.6 of the Loan Agreement, each
Borrower shall be jointly and severally liable with respect to the obligations
under this Mortgage Note.
11. Governing Law. This Mortgage Note shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the law of
the State of New York excluding choice-of-law principles of the law of such
State that would require the application of the laws of a jurisdiction other
than such State.
-4-
Borrower: GTJ REIT, INC.
By:__________________________________
Name:
Title:
Borrower: GREEN ACQUISITION, INC.
By:__________________________________
Name:
Title:
Borrower: TRIBORO ACQUISITION, INC
By:__________________________________
Name:
Title:
Borrower: JAMAICA ACQUISITION, INC.
By:__________________________________
Name:
Title:
Borrower: 165-25 147TH AVENUE, LLC
By:__________________________________
Name:
Title:
Borrower: 00-00 XXXXXXXX XXXXX XXXXXXXXX, LLC
By:__________________________________
Name:
Title:
Borrower: 00-00 00XX XXXXXX, LLC
By:__________________________________
Name:
Title:
Borrower: 114-15 XXX XXXXXX BOULEVARD, LLC
By:__________________________________
Name:
Title:
-6-
GTJ REIT, INC.,
GREEN ACQUISITION, INC.,
TRIBORO ACQUISITION, INC,
JAMAICA ACQUISITION, INC.,
000-00 000XX XXXXXX, XXX,
00-00 XXXXXXXX XXXXX XXXXXXXXX, LLC,
00-00 00XX XXXXXX, XXX, AND
114-15 XXX XXXXXX BOULEVARD, LLC
SENIOR MORTGAGE NOTE
No. MR-2 July 2, 2007
$165,517.24 PPN: 36238@ AA4
FOR VALUE RECEIVED, each of GTJ REIT, INC., a Maryland corporation (the
"Parent"), GREEN ACQUISITION, INC., a New York corporation, TRIBORO ACQUISITION,
INC, a New York corporation, JAMAICA ACQUISITION, INC., a New York corporation,
000-00 000XX XXXXXX, XXX, x Xxx Xxxx limited liability company (the "First Green
Operating Subsidiary"), 00-00 XXXXXXXX XXXXX XXXXXXXXX, LLC, a New York limited
liability company (the "Second Green Operating Subsidiary"), 00-00 00XX XXXXXX,
XXX, x Xxx Xxxx limited liability company (the "Triboro Operating Subsidiary"),
and 114-15 XXX XXXXXX BOULEVARD, LLC, a New York limited liability company (the
"Jamaica Operating Subsidiary") (collectively, herein called the "Borrowers"),
jointly and severally hereby promises to pay to ING USA ANNUITY AND LIFE
INSURANCE COMPANY, or registered assigns, the principal sum of ONE HUNDRED
SIXTY-FIVE THOUSAND FIVE HUNDRED SEVENTEEN DOLLARS AND TWENTY-FOUR CENTS (or so
much thereof as shall remain outstanding) on July 1, 2010, subject to extension
at the option of the Borrowers as set forth in Section 7 below (the "Maturity
Date"), with interest (computed on the basis of a 360-day year of twelve 30-day
months), payable monthly on the first day of each calendar month commencing on
August 1, 2007 and at maturity, (i) on the unpaid balance at the rate of 6.59%
per annum (the "Interest Rate"), and (ii) to the extent permitted by law, on any
overdue payment of such interest and, during the continuance of an Event of
Default (as defined below), on such unpaid principal balance and on any overdue
payment of any Make-Whole Amount (as defined below), at a rate per annum from
time to time equal to the Default Rate. The Default Rate shall mean the lesser
of (a) the Interest Rate plus two percent (2%) and (b) the highest rate
permitted by applicable law.
1. Manner of Payment. Payment of principal, interest and any Make-Whole
Amount with respect to this Mortgage Note are to be made in lawful money of the
United States of America.
2. Senior Mortgage Notes. This Mortgage Note is one of a class of senior
notes (herein called the "Mortgage Notes") issued pursuant to the Loan
Agreement, dated as of June 30, 2007 (as from time to time amended, restated or
otherwise modified, the "Loan Agreement"), among the Borrowers, and the
respective Lenders named therein, and is entitled to the benefits thereof and of
a certain Mortgage and Security Agreement (the "Mortgage") of even date herewith
made by the First Green Operating Subsidiary, the Second Green Operating
Subsidiary, the Triboro Operating Subsidiary and the Jamaica Operating
Subsidiary encumbering such parties' respective fee simple interest in the
properties known as (i) 000-00 000xx Xxxxxx, Xxxxxxx, Xxxxxx, (xx) 00-00
Xxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxx, Xxxxxx, Xxx Xxxx, (xxx) 00-00 00xx Xxxxxx,
Xxxx Xxxxxxxx, Xxx Xxxx and (iv) 114-15 Xxx Xxxxxx Boulevard, Jamaica, Queens,
New York.
3. Registered Mortgage Note. This Mortgage Note is a registered note and,
as provided in the Loan Agreement, upon surrender of this Mortgage Note for
registration of transfer, duly endorsed, or accompanied by a written instrument
of transfer duly executed, by the registered holder hereof or such holder's
attorney duly authorized in writing, a new Mortgage Note for a like principal
amount will be issued to, and registered in the name of, the transferee. Prior
to due presentment for registration of transfer, the Borrowers may treat the
person in whose name this Mortgage Note is registered as the owner hereof for
the purpose of receiving payment and for all other purposes, and the Borrowers
will not be affected by any notice to the contrary.
4. Optional Prepayment. This Mortgage Note is subject to optional
prepayment at the times and on the terms specified below:
(a) Provided that there are no Non-Mortgage Loans (as defined in the Loan
Agreement) outstanding or Commitments (as defined in the Loan Agreement) to make
Non-Mortgage Loans available from the Lenders to the Borrowers, the Borrowers
may, at their option, upon notice as provided in subsection (b), prepay the
outstanding principal of this Mortgage Note, and all other notes evidencing the
Mortgage Loan (as defined in the Loan Agreement), in whole but not in part at
any time on or after the date that is 30 months after the date hereof, together
with all accrued interest thereon and any applicable Make-Whole Amount.
Notwithstanding the above-described lock-out period, if Lenders permit the
Borrowers to prepay the Non-Mortgage Loans prior to the expiration of the
lock-out period, the Borrowers shall also be entitled to prepay the Mortgage
Loan, together with all accrued interest thereon and any applicable Make-Whole
Amount.
(b) The Parent will give each Lender written notice of its intention to
make the optional prepayment hereunder not less than five Business Days (as
defined in the Loan Agreement) and in any event not more than 60 days prior to
the date fixed for such prepayment. Each such notice shall specify (i) such date
(which shall be a Business Day), (ii) the aggregate principal amount of the
Mortgage Loan to be prepaid on such date, (iii) the principal amount of the
Mortgage Loan held by each Lender to be prepaid, and (iv) the interest to be
paid on the prepayment date with respect to such principal amounts being
prepaid, accompanied by a certificate of a Senior Financial Officer (as defined
in the Loan Agreement) as to the estimated Make-Whole Amount due in connection
with such prepayment (calculated as if the date of such notice were the date of
the prepayment), setting forth the details of such computation. Two Business
Days prior to any such prepayment of the Mortgage Loan, the Parent shall deliver
to each Lender a certificate of a Senior Financial Officer specifying the
calculation of such Make-Whole Amount as of the specified prepayment date.
(c) The principal amount of the Mortgage Loan shall mature and become due
and payable on the date fixed for such prepayment, together with interest on
such principal amount accrued to such date and the applicable Make-Whole Amount,
if any. From and after such date, unless the Borrowers shall fail to pay such
principal amount when so due and payable, on the date so fixed for prepayment,
together with the interest and Make-Whole Amount, if any, as aforesaid, interest
on such principal amount shall cease to accrue.
(d) The Borrowers will not and will not permit any Affiliate (as defined in
the Loan Agreement) to prepay, purchase, redeem or otherwise acquire, directly
or indirectly, the Mortgage Loan except upon the payment or prepayment of the
Mortgage Loan in accordance with the terms of this Mortgage Note and the Loan
Documents.
(e) "Make-Whole Amount" means an amount equal to the excess, if any, of the
Discounted Value of the Called Principal of the Mortgage Loan over the amount of
such Called Principal; provided that the Make-Whole Amount may in no event be
less than 1% of the Called Principal of the Mortgage Loan. In no event shall
-2-
delivery to any of the Lenders of any certificate of a Senior Financial Officer
(or of any other writing by or on behalf of any of the Borrowers) specifying the
calculation of any Make-Whole Amount affect the rights of the Lenders to
challenge the accuracy of any such calculation or the rights of the Lenders to
be paid the full amount of any Make-Whole Amount due to them in accordance with
the terms of this Agreement. For the purposes of determining the Make-Whole
Amount, the following terms have the following meanings:
(i) "Called Principal" means the principal of such Mortgage Loan that is to
be prepaid pursuant to the terms of this Section 4 or has become or is declared
to be immediately due and payable as a result of an Event of Default (as defined
in Section 9 below), as the context requires.
(ii) "Discounted Value" means, with respect to the Called Principal of the
Mortgage Loan, the amount obtained by discounting such Called Principal from the
Maturity Date to the Settlement Date with respect to such Called Principal, in
accordance with accepted financial practice and at a discount factor (applied on
the same periodic basis as that on which interest on the Mortgage Loans is
payable) equal to the Reinvestment Yield with respect to such Called Principal.
(iii) "Reinvestment Yield" means, with respect to the Called Principal of
the Mortgage Loan, the yield to maturity implied by (i) the yield reported as of
10:00 a.m. (New York City time) on the second Business Day preceding the
Settlement Date with respect to such Called Principal, on the applicable display
page in the pages designated as Pages PX1 through 8 (or such other display as
may replace such pages on Bloomberg Financial Markets ("Bloomberg") or, if such
page (or its successor screen on Bloomberg) is unavailable, the Telerate Access
Service screen that corresponds most closely to such page for actively traded
U.S. Treasury securities having a maturity equal to the Remaining Life of such
Called Principal as of such Settlement Date or (ii) if such yield is not
reported as of such time or the yield reported as of such time is not
ascertainable, the Treasury Constant Maturity Series Yields reported, for the
latest day for which such yield has been so reported as of the second Business
Day preceding the Settlement Date with respect to such Called Principal, in
Federal Reserve Statistical Release H.15 (519) (or any comparable successor
publication) for such U.S. Treasury security. The Reinvestment Yield shall be
rounded to the number of decimal places as appears in the Interest Rate.
(iv) "Remaining Life" means, with respect to such Called Principal, the
number of years (calculated to the nearest one-twelfth year) that will elapse
between the Settlement Date with respect to such Called Principal and the
Maturity Date.
(v) "Settlement Date" means the date on which such Called Principal is to
be prepaid pursuant to this Section 4 or has become or is declared to be
immediately due and payable as a result of an Event of Default.
5. Method of Payment; When Payments Deemed Made. The Borrowers will pay all
sums becoming due hereunder by Federal funds transfer of immediately available
funds to the account of the Lender as specified in Schedule A to the Loan
Agreement, or by such other method or at such other address as such Lender shall
have from time to time specified to the Parent in writing for such purpose,
without the presentation or surrender of any Mortgage Note or the making of any
notation thereon. Any such payment to be made to the Lender shall be deemed to
have been made on the Business Day such payment actually becomes available to
the Lender at such Lender's bank prior to the 1:00 p.m. (local time in New York
City).
-3-
6. Payments Due on Non-Business Days.
Anything herein to the contrary notwithstanding (but without limiting the
requirements of Section 4 that any date specified for prepayment of the Mortgage
Loan shall be a Business Day), any payment of principal of or Make-Whole Amount
or interest on the Mortgage Loan that is due on a date other than a Business Day
shall be made on the next succeeding Business Day without including the
additional days elapsed in the computation of the interest payable on such next
succeeding Business Day; provided that if the Maturity Date is a date other than
a Business Day, the payment otherwise due on the Maturity Date shall be made on
the next succeeding Business Day and shall include the additional days elapsed
in the computation of interest payable on such next succeeding Business Day.
7. Prepayment in the Event of Casualty or Condemnation; Prepayment Upon a
Change in Control. Proceeds of casualty or condemnation shall be applied in
accordance with Sections 2.04 and 2.05 of the Mortgage. In the event of a Change
of Control (as defined in the Loan Agreement), Section 4.4 of the Loan Agreement
shall govern.
8. Extension of Maturity Date. Provided that no Default (as defined in the
Loan Agreement) or Event of Default shall then be continuing, the Borrowers may
extend the Maturity Date in strict accordance with Section 4.2(b) of the Loan
Agreement. In no event shall the Maturity Date be extended more than two (2)
years.
9. Event of Default. An "Event of Default" shall exist if any of the
following conditions or events shall occur and be continuing:
(a) the Borrowers default in the payment of any principal or Make-Whole
Amount with respect to this Mortgage Note or any other note evidencing the
Mortgage Loan when the same becomes due and payable, whether at maturity or at a
date fixed for prepayment or by declaration of otherwise; or
(b) the Borrowers default in the payment of interest on this Mortgage Note
or any other note evidencing the Mortgage Loan for more than two Business Days
after the same become due and payable; or
(c) an Event of Default shall occur under the Loan Agreement, the Mortgage
or any other Loan Document.
If an Event of Default occurs and is continuing, the principal of this
Mortgage Note may be declared or otherwise become due and payable in the manner,
at the price (including any applicable Make-Whole Amount) and with the effect
provided in the Loan Agreement.
10. Joint and Several. Subject to Section 3.6 of the Loan Agreement, each
Borrower shall be jointly and severally liable with respect to the obligations
under this Mortgage Note.
11. Governing Law. This Mortgage Note shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the law of
the State of New York excluding choice-of-law principles of the law of such
State that would require the application of the laws of a jurisdiction other
than such State.
-4-
Borrower: GTJ REIT, INC.
By:____________________________________
Name:
Title:
Borrower: GREEN ACQUISITION, INC.
By:____________________________________
Name:
Title:
Borrower: TRIBORO ACQUISITION, INC
By:____________________________________
Name:
Title:
Borrower: JAMAICA ACQUISITION, INC.
By:____________________________________
Name:
Title:
Borrower: 165-25 147TH AVENUE, LLC
By:____________________________________
Name:
Title:
Borrower: 00-00 XXXXXXXX XXXXX XXXXXXXXX, LLC
By:____________________________________
Name:
Title:
Borrower: 00-00 00XX XXXXXX, LLC
By:____________________________________
Name:
Title:
Borrower: 114-15 XXX XXXXXX BOULEVARD, LLC
By:____________________________________
Name:
Title:
-6-
GTJ REIT, INC.,
GREEN ACQUISITION, INC.,
TRIBORO ACQUISITION, INC,
JAMAICA ACQUISITION, INC.,
000-00 000XX XXXXXX, XXX,
00-00 XXXXXXXX XXXXX XXXXXXXXX, LLC,
00-00 00XX XXXXXX, XXX, AND
114-15 XXX XXXXXX BOULEVARD, LLC
SENIOR MORTGAGE NOTE
No. MR-3 July 2, 2007
$96,551.72 PPN: 36238@ AA4
FOR VALUE RECEIVED, each of GTJ REIT, INC., a Maryland corporation (the
"Parent"), GREEN ACQUISITION, INC., a New York corporation, TRIBORO ACQUISITION,
INC, a New York corporation, JAMAICA ACQUISITION, INC., a New York corporation,
000-00 000XX XXXXXX, XXX, x Xxx Xxxx limited liability company (the "First Green
Operating Subsidiary"), 00-00 XXXXXXXX XXXXX XXXXXXXXX, LLC, a New York limited
liability company (the "Second Green Operating Subsidiary"), 00-00 00XX XXXXXX,
XXX, x Xxx Xxxx limited liability company (the "Triboro Operating Subsidiary"),
and 114-15 XXX XXXXXX BOULEVARD, LLC, a New York limited liability company (the
"Jamaica Operating Subsidiary") (collectively, herein called the "Borrowers"),
jointly and severally hereby promises to pay to ING USA ANNUITY AND LIFE
INSURANCE COMPANY, or registered assigns, the principal sum of NINETY-SIX
THOUSAND FIVE HUNDRED FIFTY-ONE DOLLARS AND SEVENTY-TWO CENTS (or so much
thereof as shall remain outstanding) on July 1, 2010, subject to extension at
the option of the Borrowers as set forth in Section 7 below (the "Maturity
Date"), with interest (computed on the basis of a 360-day year of twelve 30-day
months), payable monthly on the first day of each calendar month commencing on
August 1, 2007 and at maturity, (i) on the unpaid balance at the rate of 6.59%
per annum (the "Interest Rate"), and (ii) to the extent permitted by law, on any
overdue payment of such interest and, during the continuance of an Event of
Default (as defined below), on such unpaid principal balance and on any overdue
payment of any Make-Whole Amount (as defined below), at a rate per annum from
time to time equal to the Default Rate. The Default Rate shall mean the lesser
of (a) the Interest Rate plus two percent (2%) and (b) the highest rate
permitted by applicable law.
1. Manner of Payment. Payment of principal, interest and any Make-Whole
Amount with respect to this Mortgage Note are to be made in lawful money of the
United States of America.
2. Senior Mortgage Notes. This Mortgage Note is one of a class of senior
notes (herein called the "Mortgage Notes") issued pursuant to the Loan
Agreement, dated as of June 30, 2007 (as from time to time amended, restated or
otherwise modified, the "Loan Agreement"), among the Borrowers, and the
respective Lenders named therein, and is entitled to the benefits thereof and of
a certain Mortgage and Security Agreement (the "Mortgage") of even date herewith
made by the First Green Operating Subsidiary, the Second Green Operating
Subsidiary, the Triboro Operating Subsidiary and the Jamaica Operating
Subsidiary encumbering such parties' respective fee simple interest in the
properties known as (i) 000-00 000xx Xxxxxx, Xxxxxxx, Xxxxxx, (xx) 00-00
Xxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxx, Xxxxxx, Xxx Xxxx, (xxx) 00-00 00xx Xxxxxx,
Xxxx Xxxxxxxx, Xxx Xxxx and (iv) 114-15 Xxx Xxxxxx Boulevard, Jamaica, Queens,
New York.
3. Registered Mortgage Note. This Mortgage Note is a registered note and,
as provided in the Loan Agreement, upon surrender of this Mortgage Note for
registration of transfer, duly endorsed, or accompanied by a written instrument
of transfer duly executed, by the registered holder hereof or such holder's
attorney duly authorized in writing, a new Mortgage Note for a like principal
amount will be issued to, and registered in the name of, the transferee. Prior
to due presentment for registration of transfer, the Borrowers may treat the
person in whose name this Mortgage Note is registered as the owner hereof for
the purpose of receiving payment and for all other purposes, and the Borrowers
will not be affected by any notice to the contrary.
4. Optional Prepayment. This Mortgage Note is subject to optional
prepayment at the times and on the terms specified below:
(a) Provided that there are no Non-Mortgage Loans (as defined in the Loan
Agreement) outstanding or Commitments (as defined in the Loan Agreement) to make
Non-Mortgage Loans available from the Lenders to the Borrowers, the Borrowers
may, at their option, upon notice as provided in subsection (b), prepay the
outstanding principal of this Mortgage Note, and all other notes evidencing the
Mortgage Loan (as defined in the Loan Agreement), in whole but not in part at
any time on or after the date that is 30 months after the date hereof, together
with all accrued interest thereon and any applicable Make-Whole Amount.
Notwithstanding the above-described lock-out period, if Lenders permit the
Borrowers to prepay the Non-Mortgage Loans prior to the expiration of the
lock-out period, the Borrowers shall also be entitled to prepay the Mortgage
Loan, together with all accrued interest thereon and any applicable Make-Whole
Amount.
(b) The Parent will give each Lender written notice of its intention to
make the optional prepayment hereunder not less than five Business Days (as
defined in the Loan Agreement) and in any event not more than 60 days prior to
the date fixed for such prepayment. Each such notice shall specify (i) such date
(which shall be a Business Day), (ii) the aggregate principal amount of the
Mortgage Loan to be prepaid on such date, (iii) the principal amount of the
Mortgage Loan held by each Lender to be prepaid, and (iv) the interest to be
paid on the prepayment date with respect to such principal amounts being
prepaid, accompanied by a certificate of a Senior Financial Officer (as defined
in the Loan Agreement) as to the estimated Make-Whole Amount due in connection
with such prepayment (calculated as if the date of such notice were the date of
the prepayment), setting forth the details of such computation. Two Business
Days prior to any such prepayment of the Mortgage Loan, the Parent shall deliver
to each Lender a certificate of a Senior Financial Officer specifying the
calculation of such Make-Whole Amount as of the specified prepayment date.
(c) The principal amount of the Mortgage Loan shall mature and become due
and payable on the date fixed for such prepayment, together with interest on
such principal amount accrued to such date and the applicable Make-Whole Amount,
if any. From and after such date, unless the Borrowers shall fail to pay such
principal amount when so due and payable, on the date so fixed for prepayment,
together with the interest and Make-Whole Amount, if any, as aforesaid, interest
on such principal amount shall cease to accrue.
(d) The Borrowers will not and will not permit any Affiliate (as defined in
the Loan Agreement) to prepay, purchase, redeem or otherwise acquire, directly
or indirectly, the Mortgage Loan except upon the payment or prepayment of the
Mortgage Loan in accordance with the terms of this Mortgage Note and the Loan
Documents.
(e) "Make-Whole Amount" means an amount equal to the excess, if any, of the
Discounted Value of the Called Principal of the Mortgage Loan over the amount of
such Called Principal; provided that the Make-Whole Amount may in no event be
less than 1% of the Called Principal of the Mortgage Loan. In no event shall
-2-
delivery to any of the Lenders of any certificate of a Senior Financial Officer
(or of any other writing by or on behalf of any of the Borrowers) specifying the
calculation of any Make-Whole Amount affect the rights of the Lenders to
challenge the accuracy of any such calculation or the rights of the Lenders to
be paid the full amount of any Make-Whole Amount due to them in accordance with
the terms of this Agreement. For the purposes of determining the Make-Whole
Amount, the following terms have the following meanings:
(i) "Called Principal" means the principal of such Mortgage Loan that is to
be prepaid pursuant to the terms of this Section 4 or has become or is declared
to be immediately due and payable as a result of an Event of Default (as defined
in Section 9 below), as the context requires.
(ii) "Discounted Value" means, with respect to the Called Principal of the
Mortgage Loan, the amount obtained by discounting such Called Principal from the
Maturity Date to the Settlement Date with respect to such Called Principal, in
accordance with accepted financial practice and at a discount factor (applied on
the same periodic basis as that on which interest on the Mortgage Loans is
payable) equal to the Reinvestment Yield with respect to such Called Principal.
(iii) "Reinvestment Yield" means, with respect to the Called Principal of
the Mortgage Loan, the yield to maturity implied by (i) the yield reported as of
10:00 a.m. (New York City time) on the second Business Day preceding the
Settlement Date with respect to such Called Principal, on the applicable display
page in the pages designated as Pages PX1 through 8 (or such other display as
may replace such pages on Bloomberg Financial Markets ("Bloomberg") or, if such
page (or its successor screen on Bloomberg) is unavailable, the Telerate Access
Service screen that corresponds most closely to such page for actively traded
U.S. Treasury securities having a maturity equal to the Remaining Life of such
Called Principal as of such Settlement Date or (ii) if such yield is not
reported as of such time or the yield reported as of such time is not
ascertainable, the Treasury Constant Maturity Series Yields reported, for the
latest day for which such yield has been so reported as of the second Business
Day preceding the Settlement Date with respect to such Called Principal, in
Federal Reserve Statistical Release H.15 (519) (or any comparable successor
publication) for such U.S. Treasury security. The Reinvestment Yield shall be
rounded to the number of decimal places as appears in the Interest Rate.
(iv) "Remaining Life" means, with respect to such Called Principal, the
number of years (calculated to the nearest one-twelfth year) that will elapse
between the Settlement Date with respect to such Called Principal and the
Maturity Date.
(v) "Settlement Date" means the date on which such Called Principal is to
be prepaid pursuant to this Section 4 or has become or is declared to be
immediately due and payable as a result of an Event of Default.
5. Method of Payment; When Payments Deemed Made. The Borrowers will pay all
sums becoming due hereunder by Federal funds transfer of immediately available
funds to the account of the Lender as specified in Schedule A to the Loan
Agreement, or by such other method or at such other address as such Lender shall
have from time to time specified to the Parent in writing for such purpose,
without the presentation or surrender of any Mortgage Note or the making of any
notation thereon. Any such payment to be made to the Lender shall be deemed to
have been made on the Business Day such payment actually becomes available to
the Lender at such Lender's bank prior to the 1:00 p.m. (local time in New York
City).
-3-
6. Payments Due on Non-Business Days.
Anything herein to the contrary notwithstanding (but without limiting the
requirements of Section 4 that any date specified for prepayment of the Mortgage
Loan shall be a Business Day), any payment of principal of or Make-Whole Amount
or interest on the Mortgage Loan that is due on a date other than a Business Day
shall be made on the next succeeding Business Day without including the
additional days elapsed in the computation of the interest payable on such next
succeeding Business Day; provided that if the Maturity Date is a date other than
a Business Day, the payment otherwise due on the Maturity Date shall be made on
the next succeeding Business Day and shall include the additional days elapsed
in the computation of interest payable on such next succeeding Business Day.
7. Prepayment in the Event of Casualty or Condemnation; Prepayment Upon a
Change in Control. Proceeds of casualty or condemnation shall be applied in
accordance with Sections 2.04 and 2.05 of the Mortgage. In the event of a Change
of Control (as defined in the Loan Agreement), Section 4.4 of the Loan Agreement
shall govern.
8. Extension of Maturity Date. Provided that no Default (as defined in the
Loan Agreement) or Event of Default shall then be continuing, the Borrowers may
extend the Maturity Date in strict accordance with Section 4.2(b) of the Loan
Agreement. In no event shall the Maturity Date be extended more than two (2)
years.
9. Event of Default. An "Event of Default" shall exist if any of the
following conditions or events shall occur and be continuing:
(a) the Borrowers default in the payment of any principal or Make-Whole
Amount with respect to this Mortgage Note or any other note evidencing the
Mortgage Loan when the same becomes due and payable, whether at maturity or at a
date fixed for prepayment or by declaration of otherwise; or
(b) the Borrowers default in the payment of interest on this Mortgage Note
or any other note evidencing the Mortgage Loan for more than two Business Days
after the same become due and payable; or
(c) an Event of Default shall occur under the Loan Agreement, the Mortgage
or any other Loan Document.
If an Event of Default occurs and is continuing, the principal of this
Mortgage Note may be declared or otherwise become due and payable in the manner,
at the price (including any applicable Make-Whole Amount) and with the effect
provided in the Loan Agreement.
10. Joint and Several. Subject to Section 3.6 of the Loan Agreement, each
Borrower shall be jointly and severally liable with respect to the obligations
under this Mortgage Note.
11. Governing Law. This Mortgage Note shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the law of
the State of New York excluding choice-of-law principles of the law of such
State that would require the application of the laws of a jurisdiction other
than such State.
-4-
Borrower: GTJ REIT, INC.
By:______________________________
Name:
Title:
Borrower: GREEN ACQUISITION, INC.
By:______________________________
Name:
Title:
Borrower: TRIBORO ACQUISITION, INC
By:______________________________
Name:
Title:
Borrower: JAMAICA ACQUISITION, INC.
By:______________________________
Name:
Title:
Borrower: 165-25 147TH AVENUE, LLC
By:______________________________
Name:
Title:
Borrower: 00-00 XXXXXXXX XXXXX XXXXXXXXX, LLC
By:______________________________
Name:
Title:
Borrower: 00-00 00XX XXXXXX, LLC
By:______________________________
Name:
Title:
Borrower: 114-15 XXX XXXXXX BOULEVARD, LLC
By:______________________________
Name:
Title:
-6-
GTJ REIT, INC.,
GREEN ACQUISITION, INC.,
TRIBORO ACQUISITION, INC,
JAMAICA ACQUISITION, INC.,
000-00 000XX XXXXXX, XXX,
00-00 XXXXXXXX XXXXX XXXXXXXXX, LLC,
00-00 00XX XXXXXX, XXX, AND
114-15 XXX XXXXXX BOULEVARD, LLC
SENIOR MORTGAGE NOTE
No. MR-4 July __, 2007
$344,827.59 PPN: 36238@ AA4
FOR VALUE RECEIVED, each of GTJ REIT, INC., a Maryland corporation (the
"Parent"), GREEN ACQUISITION, INC., a New York corporation, TRIBORO ACQUISITION,
INC, a New York corporation, JAMAICA ACQUISITION, INC., a New York corporation,
000-00 000XX XXXXXX, XXX, x Xxx Xxxx limited liability company (the "First Green
Operating Subsidiary"), 00-00 XXXXXXXX XXXXX XXXXXXXXX, LLC, a New York limited
liability company (the "Second Green Operating Subsidiary"), 00-00 00XX XXXXXX,
XXX, x Xxx Xxxx limited liability company (the "Triboro Operating Subsidiary"),
and 114-15 XXX XXXXXX BOULEVARD, LLC, a New York limited liability company (the
"Jamaica Operating Subsidiary") (collectively, herein called the "Borrowers"),
jointly and severally hereby promises to pay to ING LIFE INSURANCE AND ANNUITY
COMPANY, or registered assigns, the principal sum of THREE HUNDRED FORTY-FOUR
THOUSAND EIGHT HUNDRED TWENTY-SEVEN DOLLARS AND FIFTY-NINE CENTS (or so much
thereof as shall remain outstanding) on July 1, 2010, subject to extension at
the option of the Borrowers as set forth in Section 7 below (the "Maturity
Date"), with interest (computed on the basis of a 360-day year of twelve 30-day
months), payable monthly on the first day of each calendar month commencing on
August 1, 2007 and at maturity, (i) on the unpaid balance at the rate of 6.59%
per annum (the "Interest Rate"), and (ii) to the extent permitted by law, on any
overdue payment of such interest and, during the continuance of an Event of
Default (as defined below), on such unpaid principal balance and on any overdue
payment of any Make-Whole Amount (as defined below), at a rate per annum from
time to time equal to the Default Rate. The Default Rate shall mean the lesser
of (a) the Interest Rate plus two percent (2%) and (b) the highest rate
permitted by applicable law.
1. Manner of Payment. Payment of principal, interest and any Make-Whole
Amount with respect to this Mortgage Note are to be made in lawful money of the
United States of America.
2. Senior Mortgage Notes. This Mortgage Note is one of a class of senior
notes (herein called the "Mortgage Notes") issued pursuant to the Loan
Agreement, dated as of June 30, 2007 (as from time to time amended, restated or
otherwise modified, the "Loan Agreement"), among the Borrowers, and the
respective Lenders named therein, and is entitled to the benefits thereof and of
a certain Mortgage and Security Agreement (the "Mortgage") of even date herewith
made by the First Green Operating Subsidiary, the Second Green Operating
Subsidiary, the Triboro Operating Subsidiary and the Jamaica Operating
Subsidiary encumbering such parties' respective fee simple interest in the
properties known as (i) 000-00 000xx Xxxxxx, Xxxxxxx, Xxxxxx, (xx) 00-00
Xxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxx, Xxxxxx, Xxx Xxxx, (xxx) 00-00 00xx Xxxxxx,
Xxxx Xxxxxxxx, Xxx Xxxx and (iv) 114-15 Xxx Xxxxxx Boulevard, Jamaica, Queens,
New York.
3. Registered Mortgage Note. This Mortgage Note is a registered note and,
as provided in the Loan Agreement, upon surrender of this Mortgage Note for
registration of transfer, duly endorsed, or accompanied by a written instrument
of transfer duly executed, by the registered holder hereof or such holder's
attorney duly authorized in writing, a new Mortgage Note for a like principal
amount will be issued to, and registered in the name of, the transferee. Prior
to due presentment for registration of transfer, the Borrowers may treat the
person in whose name this Mortgage Note is registered as the owner hereof for
the purpose of receiving payment and for all other purposes, and the Borrowers
will not be affected by any notice to the contrary.
4. Optional Prepayment. This Mortgage Note is subject to optional
prepayment at the times and on the terms specified below:
(a) Provided that there are no Non-Mortgage Loans (as defined in the Loan
Agreement) outstanding or Commitments (as defined in the Loan Agreement) to make
Non-Mortgage Loans available from the Lenders to the Borrowers, the Borrowers
may, at their option, upon notice as provided in subsection (b), prepay the
outstanding principal of this Mortgage Note, and all other notes evidencing the
Mortgage Loan (as defined in the Loan Agreement), in whole but not in part at
any time on or after the date that is 30 months after the date hereof, together
with all accrued interest thereon and any applicable Make-Whole Amount.
Notwithstanding the above-described lock-out period, if Lenders permit the
Borrowers to prepay the Non-Mortgage Loans prior to the expiration of the
lock-out period, the Borrowers shall also be entitled to prepay the Mortgage
Loan, together with all accrued interest thereon and any applicable Make-Whole
Amount.
(b) The Parent will give each Lender written notice of its intention to
make the optional prepayment hereunder not less than five Business Days (as
defined in the Loan Agreement) and in any event not more than 60 days prior to
the date fixed for such prepayment. Each such notice shall specify (i) such date
(which shall be a Business Day), (ii) the aggregate principal amount of the
Mortgage Loan to be prepaid on such date, (iii) the principal amount of the
Mortgage Loan held by each Lender to be prepaid, and (iv) the interest to be
paid on the prepayment date with respect to such principal amounts being
prepaid, accompanied by a certificate of a Senior Financial Officer (as defined
in the Loan Agreement) as to the estimated Make-Whole Amount due in connection
with such prepayment (calculated as if the date of such notice were the date of
the prepayment), setting forth the details of such computation. Two Business
Days prior to any such prepayment of the Mortgage Loan, the Parent shall deliver
to each Lender a certificate of a Senior Financial Officer specifying the
calculation of such Make-Whole Amount as of the specified prepayment date.
(c) The principal amount of the Mortgage Loan shall mature and become due
and payable on the date fixed for such prepayment, together with interest on
such principal amount accrued to such date and the applicable Make-Whole Amount,
if any. From and after such date, unless the Borrowers shall fail to pay such
principal amount when so due and payable, on the date so fixed for prepayment,
together with the interest and Make-Whole Amount, if any, as aforesaid, interest
on such principal amount shall cease to accrue.
(d) The Borrowers will not and will not permit any Affiliate (as defined in
the Loan Agreement) to prepay, purchase, redeem or otherwise acquire, directly
or indirectly, the Mortgage Loan except upon the payment or prepayment of the
Mortgage Loan in accordance with the terms of this Mortgage Note and the Loan
Documents.
(e) "Make-Whole Amount" means an amount equal to the excess, if any, of the
Discounted Value of the Called Principal of the Mortgage Loan over the amount of
such Called Principal; provided that the Make-Whole Amount may in no event be
-2-
less than 1% of the Called Principal of the Mortgage Loan. In no event shall
delivery to any of the Lenders of any certificate of a Senior Financial Officer
(or of any other writing by or on behalf of any of the Borrowers) specifying the
calculation of any Make-Whole Amount affect the rights of the Lenders to
challenge the accuracy of any such calculation or the rights of the Lenders to
be paid the full amount of any Make-Whole Amount due to them in accordance with
the terms of this Agreement. For the purposes of determining the Make-Whole
Amount, the following terms have the following meanings:
(i) "Called Principal" means the principal of such Mortgage Loan that is to
be prepaid pursuant to the terms of this Section 4 or has become or is declared
to be immediately due and payable as a result of an Event of Default (as defined
in Section 9 below), as the context requires.
(ii) "Discounted Value" means, with respect to the Called Principal of the
Mortgage Loan, the amount obtained by discounting such Called Principal from the
Maturity Date to the Settlement Date with respect to such Called Principal, in
accordance with accepted financial practice and at a discount factor (applied on
the same periodic basis as that on which interest on the Mortgage Loans is
payable) equal to the Reinvestment Yield with respect to such Called Principal.
(iii) "Reinvestment Yield" means, with respect to the Called Principal of
the Mortgage Loan, the yield to maturity implied by (i) the yield reported as of
10:00 a.m. (New York City time) on the second Business Day preceding the
Settlement Date with respect to such Called Principal, on the applicable display
page in the pages designated as Pages PX1 through 8 (or such other display as
may replace such pages on Bloomberg Financial Markets ("Bloomberg") or, if such
page (or its successor screen on Bloomberg) is unavailable, the Telerate Access
Service screen that corresponds most closely to such page for actively traded
U.S. Treasury securities having a maturity equal to the Remaining Life of such
Called Principal as of such Settlement Date or (ii) if such yield is not
reported as of such time or the yield reported as of such time is not
ascertainable, the Treasury Constant Maturity Series Yields reported, for the
latest day for which such yield has been so reported as of the second Business
Day preceding the Settlement Date with respect to such Called Principal, in
Federal Reserve Statistical Release H.15 (519) (or any comparable successor
publication) for such U.S. Treasury security. The Reinvestment Yield shall be
rounded to the number of decimal places as appears in the Interest Rate.
(iv) "Remaining Life" means, with respect to such Called Principal, the
number of years (calculated to the nearest one-twelfth year) that will elapse
between the Settlement Date with respect to such Called Principal and the
Maturity Date.
(v) "Settlement Date" means the date on which such Called Principal is to
be prepaid pursuant to this Section 4 or has become or is declared to be
immediately due and payable as a result of an Event of Default.
5. Method of Payment; When Payments Deemed Made. The Borrowers will pay all
sums becoming due hereunder by Federal funds transfer of immediately available
funds to the account of the Lender as specified in Schedule A to the Loan
Agreement, or by such other method or at such other address as such Lender shall
have from time to time specified to the Parent in writing for such purpose,
without the presentation or surrender of any Mortgage Note or the making of any
notation thereon. Any such payment to be made to the Lender shall be deemed to
have been made on the Business Day such payment actually becomes available to
the Lender at such Lender's bank prior to the 1:00 p.m. (local time in New York
City).
-3-
6. Payments Due on Non-Business Days.
Anything herein to the contrary notwithstanding (but without limiting the
requirements of Section 4 that any date specified for prepayment of the Mortgage
Loan shall be a Business Day), any payment of principal of or Make-Whole Amount
or interest on the Mortgage Loan that is due on a date other than a Business Day
shall be made on the next succeeding Business Day without including the
additional days elapsed in the computation of the interest payable on such next
succeeding Business Day; provided that if the Maturity Date is a date other than
a Business Day, the payment otherwise due on the Maturity Date shall be made on
the next succeeding Business Day and shall include the additional days elapsed
in the computation of interest payable on such next succeeding Business Day.
7. Prepayment in the Event of Casualty or Condemnation; Prepayment Upon a
Change in Control. Proceeds of casualty or condemnation shall be applied in
accordance with Sections 2.04 and 2.05 of the Mortgage. In the event of a Change
of Control (as defined in the Loan Agreement), Section 4.4 of the Loan Agreement
shall govern.
8. Extension of Maturity Date. Provided that no Default (as defined in the
Loan Agreement) or Event of Default shall then be continuing, the Borrowers may
extend the Maturity Date in strict accordance with Section 4.2(b) of the Loan
Agreement. In no event shall the Maturity Date be extended more than two (2)
years.
9. Event of Default. An "Event of Default" shall exist if any of the
following conditions or events shall occur and be continuing:
(a) the Borrowers default in the payment of any principal or Make-Whole
Amount with respect to this Mortgage Note or any other note evidencing the
Mortgage Loan when the same becomes due and payable, whether at maturity or at a
date fixed for prepayment or by declaration of otherwise; or
(b) the Borrowers default in the payment of interest on this Mortgage Note
or any other note evidencing the Mortgage Loan for more than two Business Days
after the same become due and payable; or
(c) an Event of Default shall occur under the Loan Agreement, the Mortgage
or any other Loan Document.
If an Event of Default occurs and is continuing, the principal of this
Mortgage Note may be declared or otherwise become due and payable in the manner,
at the price (including any applicable Make-Whole Amount) and with the effect
provided in the Loan Agreement.
10. Joint and Several. Subject to Section 3.6 of the Loan Agreement, each
Borrower shall be jointly and severally liable with respect to the obligations
under this Mortgage Note.
11. Governing Law. This Mortgage Note shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the law of
the State of New York excluding choice-of-law principles of the law of such
State that would require the application of the laws of a jurisdiction other
than such State.
-4-
Borrower: GTJ REIT, INC.
By:___________________________
Name:
Title:
Borrower: GREEN ACQUISITION, INC.
By:___________________________
Name:
Title:
Borrower: TRIBORO ACQUISITION, INC
By:___________________________
Name:
Title:
Borrower: JAMAICA ACQUISITION, INC.
By:___________________________
Name:
Title:
Borrower: 165-25 147TH AVENUE, LLC
By:___________________________
Name:
Title:
Borrower: 00-00 XXXXXXXX XXXXX XXXXXXXXX, LLC
By:___________________________
Name:
Title:
Borrower: 00-00 00XX XXXXXX, LLC
By:
Name:
Title:
Borrower: 114-15 XXX XXXXXX BOULEVARD, LLC
By:___________________________
Name:
Title:
-6-
GTJ REIT, INC.,
GREEN ACQUISITION, INC.,
TRIBORO ACQUISITION, INC,
JAMAICA ACQUISITION, INC.,
000-00 000XX XXXXXX, XXX,
00-00 XXXXXXXX XXXXX XXXXXXXXX, LLC,
00-00 00XX XXXXXX, XXX, AND
114-15 XXX XXXXXX BOULEVARD, LLC
SENIOR MORTGAGE NOTE
No. MR-5 July 2, 2007
$96,551.72 PPN: 36238@ AA4
FOR VALUE RECEIVED, each of GTJ REIT, INC., a Maryland corporation (the
"Parent"), GREEN ACQUISITION, INC., a New York corporation, TRIBORO ACQUISITION,
INC, a New York corporation, JAMAICA ACQUISITION, INC., a New York corporation,
000-00 000XX XXXXXX, XXX, x Xxx Xxxx limited liability company (the "First Green
Operating Subsidiary"), 00-00 XXXXXXXX XXXXX XXXXXXXXX, LLC, a New York limited
liability company (the "Second Green Operating Subsidiary"), 00-00 00XX XXXXXX,
XXX, x Xxx Xxxx limited liability company (the "Triboro Operating Subsidiary"),
and 114-15 XXX XXXXXX BOULEVARD, LLC, a New York limited liability company (the
"Jamaica Operating Subsidiary") (collectively, herein called the "Borrowers"),
jointly and severally hereby promises to pay to RELIASTAR LIFE INSURANCE
COMPANY, or registered assigns, the principal sum of NINETY SIX THOUSAND FIVE
HUNDRED FIFTY-ONE DOLLARS AND SEVENTY-TWO CENTS (or so much thereof as shall
remain outstanding) on July 1, 2010, subject to extension at the option of the
Borrowers as set forth in Section 7 below (the "Maturity Date"), with interest
(computed on the basis of a 360-day year of twelve 30-day months), payable
monthly on the first day of each calendar month commencing on August 1, 2007 and
at maturity, (i) on the unpaid balance at the rate of 6.59% per annum (the
"Interest Rate"), and (ii) to the extent permitted by law, on any overdue
payment of such interest and, during the continuance of an Event of Default (as
defined below), on such unpaid principal balance and on any overdue payment of
any Make-Whole Amount (as defined below), at a rate per annum from time to time
equal to the Default Rate. The Default Rate shall mean the lesser of (a) the
Interest Rate plus two percent (2%) and (b) the highest rate permitted by
applicable law.
1. Manner of Payment. Payment of principal, interest and any Make-Whole
Amount with respect to this Mortgage Note are to be made in lawful money of the
United States of America.
2. Senior Mortgage Notes. This Mortgage Note is one of a class of senior
notes (herein called the "Mortgage Notes") issued pursuant to the Loan
Agreement, dated as of June 30, 2007 (as from time to time amended, restated or
otherwise modified, the "Loan Agreement"), among the Borrowers, and the
respective Lenders named therein, and is entitled to the benefits thereof and of
a certain Mortgage and Security Agreement (the "Mortgage") of even date herewith
made by the First Green Operating Subsidiary, the Second Green Operating
Subsidiary, the Triboro Operating Subsidiary and the Jamaica Operating
Subsidiary encumbering such parties' respective fee simple interest in the
properties known as (i) 000-00 000xx Xxxxxx, Xxxxxxx, Xxxxxx, (xx) 00-00
Xxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxx, Xxxxxx, Xxx Xxxx, (xxx) 00-00 00xx Xxxxxx,
Xxxx Xxxxxxxx, Xxx Xxxx and (iv) 114-15 Xxx Xxxxxx Boulevard, Jamaica, Queens,
New York.
3. Registered Mortgage Note. This Mortgage Note is a registered note and,
as provided in the Loan Agreement, upon surrender of this Mortgage Note for
registration of transfer, duly endorsed, or accompanied by a written instrument
of transfer duly executed, by the registered holder hereof or such holder's
attorney duly authorized in writing, a new Mortgage Note for a like principal
amount will be issued to, and registered in the name of, the transferee. Prior
to due presentment for registration of transfer, the Borrowers may treat the
person in whose name this Mortgage Note is registered as the owner hereof for
the purpose of receiving payment and for all other purposes, and the Borrowers
will not be affected by any notice to the contrary.
4. Optional Prepayment. This Mortgage Note is subject to optional
prepayment at the times and on the terms specified below:
(a) Provided that there are no Non-Mortgage Loans (as defined in the Loan
Agreement) outstanding or Commitments (as defined in the Loan Agreement) to make
Non-Mortgage Loans available from the Lenders to the Borrowers, the Borrowers
may, at their option, upon notice as provided in subsection (b), prepay the
outstanding principal of this Mortgage Note, and all other notes evidencing the
Mortgage Loan (as defined in the Loan Agreement), in whole but not in part at
any time on or after the date that is 30 months after the date hereof, together
with all accrued interest thereon and any applicable Make-Whole Amount.
Notwithstanding the above-described lock-out period, if Lenders permit the
Borrowers to prepay the Non-Mortgage Loans prior to the expiration of the
lock-out period, the Borrowers shall also be entitled to prepay the Mortgage
Loan, together with all accrued interest thereon and any applicable Make-Whole
Amount.
(b) The Parent will give each Lender written notice of its intention to
make the optional prepayment hereunder not less than five Business Days (as
defined in the Loan Agreement) and in any event not more than 60 days prior to
the date fixed for such prepayment. Each such notice shall specify (i) such date
(which shall be a Business Day), (ii) the aggregate principal amount of the
Mortgage Loan to be prepaid on such date, (iii) the principal amount of the
Mortgage Loan held by each Lender to be prepaid, and (iv) the interest to be
paid on the prepayment date with respect to such principal amounts being
prepaid, accompanied by a certificate of a Senior Financial Officer (as defined
in the Loan Agreement) as to the estimated Make-Whole Amount due in connection
with such prepayment (calculated as if the date of such notice were the date of
the prepayment), setting forth the details of such computation. Two Business
Days prior to any such prepayment of the Mortgage Loan, the Parent shall deliver
to each Lender a certificate of a Senior Financial Officer specifying the
calculation of such Make-Whole Amount as of the specified prepayment date.
(c) The principal amount of the Mortgage Loan shall mature and become due
and payable on the date fixed for such prepayment, together with interest on
such principal amount accrued to such date and the applicable Make-Whole Amount,
if any. From and after such date, unless the Borrowers shall fail to pay such
principal amount when so due and payable, on the date so fixed for prepayment,
together with the interest and Make-Whole Amount, if any, as aforesaid, interest
on such principal amount shall cease to accrue.
(d) The Borrowers will not and will not permit any Affiliate (as defined in
the Loan Agreement) to prepay, purchase, redeem or otherwise acquire, directly
or indirectly, the Mortgage Loan except upon the payment or prepayment of the
Mortgage Loan in accordance with the terms of this Mortgage Note and the Loan
Documents.
(e) "Make-Whole Amount" means an amount equal to the excess, if any, of the
Discounted Value of the Called Principal of the Mortgage Loan over the amount of
such Called Principal; provided that the Make-Whole Amount may in no event be
less than 1% of the Called Principal of the Mortgage Loan. In no event shall
-2-
delivery to any of the Lenders of any certificate of a Senior Financial Officer
(or of any other writing by or on behalf of any of the Borrowers) specifying the
calculation of any Make-Whole Amount affect the rights of the Lenders to
challenge the accuracy of any such calculation or the rights of the Lenders to
be paid the full amount of any Make-Whole Amount due to them in accordance with
the terms of this Agreement. For the purposes of determining the Make-Whole
Amount, the following terms have the following meanings:
(i) "Called Principal" means the principal of such Mortgage Loan that is to
be prepaid pursuant to the terms of this Section 4 or has become or is declared
to be immediately due and payable as a result of an Event of Default (as defined
in Section 9 below), as the context requires.
(ii) "Discounted Value" means, with respect to the Called Principal of the
Mortgage Loan, the amount obtained by discounting such Called Principal from the
Maturity Date to the Settlement Date with respect to such Called Principal, in
accordance with accepted financial practice and at a discount factor (applied on
the same periodic basis as that on which interest on the Mortgage Loans is
payable) equal to the Reinvestment Yield with respect to such Called Principal.
(iii) "Reinvestment Yield" means, with respect to the Called Principal of
the Mortgage Loan, the yield to maturity implied by (i) the yield reported as of
10:00 a.m. (New York City time) on the second Business Day preceding the
Settlement Date with respect to such Called Principal, on the applicable display
page in the pages designated as Pages PX1 through 8 (or such other display as
may replace such pages on Bloomberg Financial Markets ("Bloomberg") or, if such
page (or its successor screen on Bloomberg) is unavailable, the Telerate Access
Service screen that corresponds most closely to such page for actively traded
U.S. Treasury securities having a maturity equal to the Remaining Life of such
Called Principal as of such Settlement Date or (ii) if such yield is not
reported as of such time or the yield reported as of such time is not
ascertainable, the Treasury Constant Maturity Series Yields reported, for the
latest day for which such yield has been so reported as of the second Business
Day preceding the Settlement Date with respect to such Called Principal, in
Federal Reserve Statistical Release H.15 (519) (or any comparable successor
publication) for such U.S. Treasury security. The Reinvestment Yield shall be
rounded to the number of decimal places as appears in the Interest Rate.
(iv) "Remaining Life" means, with respect to such Called Principal, the
number of years (calculated to the nearest one-twelfth year) that will elapse
between the Settlement Date with respect to such Called Principal and the
Maturity Date.
(v) "Settlement Date" means the date on which such Called Principal is to
be prepaid pursuant to this Section 4 or has become or is declared to be
immediately due and payable as a result of an Event of Default.
5. Method of Payment; When Payments Deemed Made. The Borrowers will pay all
sums becoming due hereunder by Federal funds transfer of immediately available
funds to the account of the Lender as specified in Schedule A to the Loan
Agreement, or by such other method or at such other address as such Lender shall
have from time to time specified to the Parent in writing for such purpose,
without the presentation or surrender of any Mortgage Note or the making of any
notation thereon. Any such payment to be made to the Lender shall be deemed to
have been made on the Business Day such payment actually becomes available to
the Lender at such Lender's bank prior to the 1:00 p.m. (local time in New York
City).
-3-
6. Payments Due on Non-Business Days.
Anything herein to the contrary notwithstanding (but without limiting the
requirements of Section 4 that any date specified for prepayment of the Mortgage
Loan shall be a Business Day), any payment of principal of or Make-Whole Amount
or interest on the Mortgage Loan that is due on a date other than a Business Day
shall be made on the next succeeding Business Day without including the
additional days elapsed in the computation of the interest payable on such next
succeeding Business Day; provided that if the Maturity Date is a date other than
a Business Day, the payment otherwise due on the Maturity Date shall be made on
the next succeeding Business Day and shall include the additional days elapsed
in the computation of interest payable on such next succeeding Business Day.
7. Prepayment in the Event of Casualty or Condemnation; Prepayment Upon a
Change in Control. Proceeds of casualty or condemnation shall be applied in
accordance with Sections 2.04 and 2.05 of the Mortgage. In the event of a Change
of Control (as defined in the Loan Agreement), Section 4.4 of the Loan Agreement
shall govern.
8. Extension of Maturity Date. Provided that no Default (as defined in the
Loan Agreement) or Event of Default shall then be continuing, the Borrowers may
extend the Maturity Date in strict accordance with Section 4.2(b) of the Loan
Agreement. In no event shall the Maturity Date be extended more than two (2)
years.
9. Event of Default. An "Event of Default" shall exist if any of the
following conditions or events shall occur and be continuing:
(a) the Borrowers default in the payment of any principal or Make-Whole
Amount with respect to this Mortgage Note or any other note evidencing the
Mortgage Loan when the same becomes due and payable, whether at maturity or at a
date fixed for prepayment or by declaration of otherwise; or
(b) the Borrowers default in the payment of interest on this Mortgage Note
or any other note evidencing the Mortgage Loan for more than two Business Days
after the same become due and payable; or
(c) an Event of Default shall occur under the Loan Agreement, the Mortgage
or any other Loan Document.
If an Event of Default occurs and is continuing, the principal of this
Mortgage Note may be declared or otherwise become due and payable in the manner,
at the price (including any applicable Make-Whole Amount) and with the effect
provided in the Loan Agreement.
10. Joint and Several. Subject to Section 3.6 of the Loan Agreement, each
Borrower shall be jointly and severally liable with respect to the obligations
under this Mortgage Note.
11. Governing Law. This Mortgage Note shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the law of
the State of New York excluding choice-of-law principles of the law of such
State that would require the application of the laws of a jurisdiction other
than such State.
-4-
Borrower: GTJ REIT, INC.
By:___________________________
Name:
Title:
Borrower: GREEN ACQUISITION, INC.
By:___________________________
Name:
Title:
Borrower: TRIBORO ACQUISITION, INC
By:___________________________
Name:
Title:
Borrower: JAMAICA ACQUISITION, INC.
By:___________________________
Name:
Title:
Borrower: 165-25 147TH AVENUE, LLC
By:___________________________
Name:
Title:
Borrower: 00-00 XXXXXXXX XXXXX XXXXXXXXX, LLC
By:___________________________
Name:
Title:
Borrower: 00-00 00XX XXXXXX, LLC
By:___________________________
Name:
Title:
Borrower: 114-15 XXX XXXXXX BOULEVARD, LLC
By:___________________________
Name:
Title:
-6-
GTJ REIT, INC.,
GREEN ACQUISITION, INC.,
TRIBORO ACQUISITION, INC,
JAMAICA ACQUISITION, INC.,
000-00 000XX XXXXXX, XXX,
00-00 XXXXXXXX XXXXX XXXXXXXXX, LLC,
00-00 00XX XXXXXX, XXX, AND
114-15 XXX XXXXXX BOULEVARD, LLC
SENIOR MORTGAGE NOTE
No. MR-6 July 2, 2007
$96,551.72 PPN: 36238@ AA4
FOR VALUE RECEIVED, each of GTJ REIT, INC., a Maryland corporation (the
"Parent"), GREEN ACQUISITION, INC., a New York corporation, TRIBORO ACQUISITION,
INC, a New York corporation, JAMAICA ACQUISITION, INC., a New York corporation,
000-00 000XX XXXXXX, XXX, x Xxx Xxxx limited liability company (the "First Green
Operating Subsidiary"), 00-00 XXXXXXXX XXXXX XXXXXXXXX, LLC, a New York limited
liability company (the "Second Green Operating Subsidiary"), 00-00 00XX XXXXXX,
XXX, x Xxx Xxxx limited liability company (the "Triboro Operating Subsidiary"),
and 114-15 XXX XXXXXX BOULEVARD, LLC, a New York limited liability company (the
"Jamaica Operating Subsidiary") (collectively, herein called the "Borrowers"),
jointly and severally hereby promises to pay to SECURITY LIFE OF DENVER
INSURANCE COMPANY, or registered assigns, the principal sum of NINETY-SIX
THOUSAND FIVE HUNDRED FIFTY-ONE DOLLARS AND SEVENTY-TWO CENTS (or so much
thereof as shall remain outstanding) on July 1, 2010, subject to extension at
the option of the Borrowers as set forth in Section 7 below (the "Maturity
Date"), with interest (computed on the basis of a 360-day year of twelve 30-day
months), payable monthly on the first day of each calendar month commencing on
August 1, 2007 and at maturity, (i) on the unpaid balance at the rate of 6.59%
per annum (the "Interest Rate"), and (ii) to the extent permitted by law, on any
overdue payment of such interest and, during the continuance of an Event of
Default (as defined below), on such unpaid principal balance and on any overdue
payment of any Make-Whole Amount (as defined below), at a rate per annum from
time to time equal to the Default Rate. The Default Rate shall mean the lesser
of (a) the Interest Rate plus two percent (2%) and (b) the highest rate
permitted by applicable law.
1. Manner of Payment. Payment of principal, interest and any Make-Whole
Amount with respect to this Mortgage Note are to be made in lawful money of the
United States of America.
2. Senior Mortgage Notes. This Mortgage Note is one of a class of senior
notes (herein called the "Mortgage Notes") issued pursuant to the Loan
Agreement, dated as of June 30, 2007 (as from time to time amended, restated or
otherwise modified, the "Loan Agreement"), among the Borrowers, and the
respective Lenders named therein, and is entitled to the benefits thereof and of
a certain Mortgage and Security Agreement (the "Mortgage") of even date herewith
made by the First Green Operating Subsidiary, the Second Green Operating
Subsidiary, the Triboro Operating Subsidiary and the Jamaica Operating
Subsidiary encumbering such parties' respective fee simple interest in the
properties known as (i) 000-00 000xx Xxxxxx, Xxxxxxx, Xxxxxx, (xx) 00-00
Xxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxx, Xxxxxx, Xxx Xxxx, (xxx) 00-00 00xx Xxxxxx,
Xxxx Xxxxxxxx, Xxx Xxxx and (iv) 114-15 Xxx Xxxxxx Boulevard, Jamaica, Queens,
New York.
3. Registered Mortgage Note. This Mortgage Note is a registered note and,
as provided in the Loan Agreement, upon surrender of this Mortgage Note for
registration of transfer, duly endorsed, or accompanied by a written instrument
of transfer duly executed, by the registered holder hereof or such holder's
attorney duly authorized in writing, a new Mortgage Note for a like principal
amount will be issued to, and registered in the name of, the transferee. Prior
to due presentment for registration of transfer, the Borrowers may treat the
person in whose name this Mortgage Note is registered as the owner hereof for
the purpose of receiving payment and for all other purposes, and the Borrowers
will not be affected by any notice to the contrary.
4. Optional Prepayment. This Mortgage Note is subject to optional
prepayment at the times and on the terms specified below:
(a) Provided that there are no Non-Mortgage Loans (as defined in the Loan
Agreement) outstanding or Commitments (as defined in the Loan Agreement) to make
Non-Mortgage Loans available from the Lenders to the Borrowers, the Borrowers
may, at their option, upon notice as provided in subsection (b), prepay the
outstanding principal of this Mortgage Note, and all other notes evidencing the
Mortgage Loan (as defined in the Loan Agreement), in whole but not in part at
any time on or after the date that is 30 months after the date hereof, together
with all accrued interest thereon and any applicable Make-Whole Amount.
Notwithstanding the above-described lock-out period, if Lenders permit the
Borrowers to prepay the Non-Mortgage Loans prior to the expiration of the
lock-out period, the Borrowers shall also be entitled to prepay the Mortgage
Loan, together with all accrued interest thereon and any applicable Make-Whole
Amount.
(b) The Parent will give each Lender written notice of its intention to
make the optional prepayment hereunder not less than five Business Days (as
defined in the Loan Agreement) and in any event not more than 60 days prior to
the date fixed for such prepayment. Each such notice shall specify (i) such date
(which shall be a Business Day), (ii) the aggregate principal amount of the
Mortgage Loan to be prepaid on such date, (iii) the principal amount of the
Mortgage Loan held by each Lender to be prepaid, and (iv) the interest to be
paid on the prepayment date with respect to such principal amounts being
prepaid, accompanied by a certificate of a Senior Financial Officer (as defined
in the Loan Agreement) as to the estimated Make-Whole Amount due in connection
with such prepayment (calculated as if the date of such notice were the date of
the prepayment), setting forth the details of such computation. Two Business
Days prior to any such prepayment of the Mortgage Loan, the Parent shall deliver
to each Lender a certificate of a Senior Financial Officer specifying the
calculation of such Make-Whole Amount as of the specified prepayment date.
(c) The principal amount of the Mortgage Loan shall mature and become due
and payable on the date fixed for such prepayment, together with interest on
such principal amount accrued to such date and the applicable Make-Whole Amount,
if any. From and after such date, unless the Borrowers shall fail to pay such
principal amount when so due and payable, on the date so fixed for prepayment,
together with the interest and Make-Whole Amount, if any, as aforesaid, interest
on such principal amount shall cease to accrue.
(d) The Borrowers will not and will not permit any Affiliate (as defined in
the Loan Agreement) to prepay, purchase, redeem or otherwise acquire, directly
or indirectly, the Mortgage Loan except upon the payment or prepayment of the
Mortgage Loan in accordance with the terms of this Mortgage Note and the Loan
Documents.
(e) "Make-Whole Amount" means an amount equal to the excess, if any, of the
Discounted Value of the Called Principal of the Mortgage Loan over the amount of
such Called Principal; provided that the Make-Whole Amount may in no event be
less than 1% of the Called Principal of the Mortgage Loan. In no event shall
-2-
delivery to any of the Lenders of any certificate of a Senior Financial Officer
(or of any other writing by or on behalf of any of the Borrowers) specifying the
calculation of any Make-Whole Amount affect the rights of the Lenders to
challenge the accuracy of any such calculation or the rights of the Lenders to
be paid the full amount of any Make-Whole Amount due to them in accordance with
the terms of this Agreement. For the purposes of determining the Make-Whole
Amount, the following terms have the following meanings:
(i) "Called Principal" means the principal of such Mortgage Loan that is to
be prepaid pursuant to the terms of this Section 4 or has become or is declared
to be immediately due and payable as a result of an Event of Default (as defined
in Section 9 below), as the context requires.
(ii) "Discounted Value" means, with respect to the Called Principal of the
Mortgage Loan, the amount obtained by discounting such Called Principal from the
Maturity Date to the Settlement Date with respect to such Called Principal, in
accordance with accepted financial practice and at a discount factor (applied on
the same periodic basis as that on which interest on the Mortgage Loans is
payable) equal to the Reinvestment Yield with respect to such Called Principal.
(iii) "Reinvestment Yield" means, with respect to the Called Principal of
the Mortgage Loan, the yield to maturity implied by (i) the yield reported as of
10:00 a.m. (New York City time) on the second Business Day preceding the
Settlement Date with respect to such Called Principal, on the applicable display
page in the pages designated as Pages PX1 through 8 (or such other display as
may replace such pages on Bloomberg Financial Markets ("Bloomberg") or, if such
page (or its successor screen on Bloomberg) is unavailable, the Telerate Access
Service screen that corresponds most closely to such page for actively traded
U.S. Treasury securities having a maturity equal to the Remaining Life of such
Called Principal as of such Settlement Date or (ii) if such yield is not
reported as of such time or the yield reported as of such time is not
ascertainable, the Treasury Constant Maturity Series Yields reported, for the
latest day for which such yield has been so reported as of the second Business
Day preceding the Settlement Date with respect to such Called Principal, in
Federal Reserve Statistical Release H.15 (519) (or any comparable successor
publication) for such U.S. Treasury security. The Reinvestment Yield shall be
rounded to the number of decimal places as appears in the Interest Rate.
(iv) "Remaining Life" means, with respect to such Called Principal, the
number of years (calculated to the nearest one-twelfth year) that will elapse
between the Settlement Date with respect to such Called Principal and the
Maturity Date.
(v) "Settlement Date" means the date on which such Called Principal is to
be prepaid pursuant to this Section 4 or has become or is declared to be
immediately due and payable as a result of an Event of Default.
5. Method of Payment; When Payments Deemed Made. The Borrowers will pay all
sums becoming due hereunder by Federal funds transfer of immediately available
funds to the account of the Lender as specified in Schedule A to the Loan
Agreement, or by such other method or at such other address as such Lender shall
have from time to time specified to the Parent in writing for such purpose,
without the presentation or surrender of any Mortgage Note or the making of any
notation thereon. Any such payment to be made to the Lender shall be deemed to
have been made on the Business Day such payment actually becomes available to
the Lender at such Lender's bank prior to the 1:00 p.m. (local time in New York
City).
-3-
6. Payments Due on Non-Business Days.
Anything herein to the contrary notwithstanding (but without limiting the
requirements of Section 4 that any date specified for prepayment of the Mortgage
Loan shall be a Business Day), any payment of principal of or Make-Whole Amount
or interest on the Mortgage Loan that is due on a date other than a Business Day
shall be made on the next succeeding Business Day without including the
additional days elapsed in the computation of the interest payable on such next
succeeding Business Day; provided that if the Maturity Date is a date other than
a Business Day, the payment otherwise due on the Maturity Date shall be made on
the next succeeding Business Day and shall include the additional days elapsed
in the computation of interest payable on such next succeeding Business Day.
7. Prepayment in the Event of Casualty or Condemnation; Prepayment Upon a
Change in Control. Proceeds of casualty or condemnation shall be applied in
accordance with Sections 2.04 and 2.05 of the Mortgage. In the event of a Change
of Control (as defined in the Loan Agreement), Section 4.4 of the Loan Agreement
shall govern.
8. Extension of Maturity Date. Provided that no Default (as defined in the
Loan Agreement) or Event of Default shall then be continuing, the Borrowers may
extend the Maturity Date in strict accordance with Section 4.2(b) of the Loan
Agreement. In no event shall the Maturity Date be extended more than two (2)
years.
9. Event of Default. An "Event of Default" shall exist if any of the
following conditions or events shall occur and be continuing:
(a) the Borrowers default in the payment of any principal or Make-Whole
Amount with respect to this Mortgage Note or any other note evidencing the
Mortgage Loan when the same becomes due and payable, whether at maturity or at a
date fixed for prepayment or by declaration of otherwise; or
(b) the Borrowers default in the payment of interest on this Mortgage Note
or any other note evidencing the Mortgage Loan for more than two Business Days
after the same become due and payable; or
(c) an Event of Default shall occur under the Loan Agreement, the Mortgage
or any other Loan Document.
If an Event of Default occurs and is continuing, the principal of this
Mortgage Note may be declared or otherwise become due and payable in the manner,
at the price (including any applicable Make-Whole Amount) and with the effect
provided in the Loan Agreement.
10. Joint and Several. Subject to Section 3.6 of the Loan Agreement, each
Borrower shall be jointly and severally liable with respect to the
obligations under this Mortgage Note.
11. Governing Law. This Mortgage Note shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the law of
the State of New York excluding choice-of-law principles of the law of such
State that would require the application of the laws of a jurisdiction other
than such State.
-4-
Borrower: GTJ REIT, INC.
By:_______________________________
Name:
Title:
Borrower: GREEN ACQUISITION, INC.
By:_______________________________
Name:
Title:
Borrower: TRIBORO ACQUISITION, INC
By:_______________________________
Name:
Title:
Borrower: JAMAICA ACQUISITION, INC.
By:_______________________________
Name:
Title:
Borrower: 165-25 147TH AVENUE, LLC
By:_______________________________
Name:
Title:
Borrower: 00-00 XXXXXXXX XXXXX XXXXXXXXX, LLC
By:_______________________________
Name:
Title:
Borrower: 00-00 00XX XXXXXX, LLC
By:_______________________________
Name:
Title:
Borrower: 114-15 XXX XXXXXX BOULEVARD, LLC
By:_______________________________
Name:
Title:
-6-
