PROMISSORY NOTE
$2,120,000 January 1, 2000
Denver, Colorado
FOR VALUE RECEIVED, AIC COMMUNITY MANAGEMENT HOLDINGS, LLC, a
Delaware limited liability company ("AICCMH"), and MANUFACTURED HOUSING CORP.
("MFHC"), a Delaware corporation (each a "Borrower" and collectively the
"Borrowers"), jointly as co-borrowers, hereby promise to pay to COMMUNITY
MANAGEMENT INVESTORS CORPORATION, a Delaware corporation ("Lender"), or holder,
at the offices of Lender or such other place designated by Lender or the holder,
the principal sum of TWO MILLION ONE HUNDRED TWENTY THOUSAND DOLLARS
($2,120,000) or such lesser amount as shall equal the unpaid principal amount of
this Note, in lawful money of the United States of America and in immediately
available funds, and to pay interest on such payment on the unpaid principal
amount of this Note, at such office, in like money and funds, until this Note
shall be paid in full, at a rate of 8 1/2% per annum as hereinafter provided.
Each of the Borrowers hereby acknowledges the following: (1)
AICCMH shall have the right to recover any amount equal to the excess of THREE
HUNDRED EIGHTY THOUSAND DOLLARS AND NO CENTS ($380,000) paid by it to Lender in
satisfaction of the principal amount of this Note from MFHC; and (2) MFHC shall
have the right to recover any amount equal to the excess of ONE MILLION SEVEN
HUNDRED FORTY THOUSAND DOLLARS AND NO CENTS ($1,740,000) paid by it to Lender in
satisfaction of the principal amount of this Note from AICCMH. The Seller shall
retain the right to recover the full amount due pursuant to this Note from
either Borrower, according to the terms herein described.
The principal amount of this Note is due and payable on March
31, 2000. Interest on all unpaid principal amounts shall be paid on a monthly
basis beginning on February 1, 2000, and continuing on the first day of each
month thereafter until this Note, and all interest thereon shall be paid in
full. All unpaid interest shall be payable on March 31, 2000, together with the
final payment of principal. This Note may be prepaid at any time by the
Borrowers without penalty or premium.
Whenever any payment is stated to be due on a day which is not
a business day, such payment shall be made on the next succeeding business day.
For purposes of this Note, "business day" shall mean any day other than a
Saturday or Sunday in which banks in Colorado are open.
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The principal amount of this Note and all interest accrued and
unpaid thereon shall be due and payable as provided above, without presentment,
demand, or protest or further notice of any kind, all of which are hereby waived
by the Borrowers. If any default occurs in any scheduled payment of principal,
or in any scheduled payment of interest which default is not cured within five
(5) business days, then the Lender may, by notice to the Borrowers, declare the
entire principal and all interest accrued on this Note to be, and this Note
shall thereupon become, immediately and automatically due and payable in full,
without presentment, demand, protest or further notice, all of which are hereby
expressly waived by the Borrowers. If either of the Borrowers makes an
assignment for the benefit of creditors or admits in writing its inability to
pay its debts generally as they become due; or an order, judgment or decree is
entered adjudicating a Borrower bankrupt or insolvent; or an order for relief
with respect to a Borrower is entered under the United States Bankruptcy Code,
or a Borrower petitions or applies to any tribunal for the appointment of a
custodian, trustee, receiver or liquidator of the Borrower or of any substantial
part of the assets of a Borrower, or commences any proceedings relating to a
Borrower under any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, dissolution or liquidation law of any jurisdiction; or any
such petition or application is filed, or any such proceeding is commenced,
against a Borrower and either (i) such Borrower by any act indicates its
approval thereof, consent thereto or acquiescence therein or (ii) such petition,
application or proceeding is not dismissed within 90 days, then this Note and
all interest shall immediately and automatically become and be due and payable
in full, without presentment, demand, protest or any notice of any kind
(including, without limitation, any notice of intent to accelerate or notice of
acceleration), all of which are hereby expressly waived by the Borrowers.
If this Note is not paid when due and is placed in the hands
of any attorney for collection, whether or not suit is filed hereon, or if
proceedings are had in probate, bankruptcy, receivership, reorganization,
arrangement, or other legal proceedings for the collection hereof, the Borrowers
jointly agree to pay the holder reasonable attorneys' fees incurred by the
holder hereof in connection with any such proceedings.
If Lender delays in exercising or fails to exercise any of its
rights under this Note, that delay or failure shall not constitute a waiver of
any of Lender's rights, or of any breach, default or failure of condition of or
under this Note. No waiver by Lender of any of its rights, or of any such
breach, default or failure of condition shall be effective, unless the waiver is
expressly stated in a writing signed by Xxxxxx.
Asset Investors Operating Partnership, L.P., a Delaware
limited partnership (the "Guarantor"), upon execution of this Note hereby
unconditionally guarantees to the Lender the obligations of the Borrowers under
this Note, including (i) that the principal of and interest on this Note will be
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paid in full when due, whether at the maturity or interest payment date, by
acceleration or otherwise, all in accordance with the terms of this Note; and
(ii) in the case of any extension of time of payment or renewal of this Note,
they will be paid in full when due or performed in accordance with the terms of
such extension or renewal. Failing payment when due of any amount so guaranteed
for whatever reason, the Guarantor will be obligated to pay the same pursuant to
the preceding sentence. The Guarantor agrees that this is a guarantee of payment
and not a guarantee of collection.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF COLORADO.
AIC COMMUNITY MANAGEMENT
HOLDING CORP.
a Delaware corporation
By: /s/Xxxxx X. Xxxxxx, 1/19/00
---------------------------
NAME: Xxxxx X. Xxxxxx
TITLE: Chief Financial Officer
AIC MANAGEMENT HOLDINGS, LLC,
a Delaware limited liability company
By: Asset Investors Operating
Partnership, L.P.
Its Managing Member
By: Asset Investors Corporation
Its General Partner
By: /s/Xxxxx X. Xxxxxx, 1/19/00
---------------------------
NAME: Xxxxx X. Xxxxxx
TITLE: Chief Financial Officer
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ASSET INVESTORS
OPERATING PARTNERSHIP, L.P.,
a Delaware limited partnership
as Guarantor
By: Asset Investors Corporation
Its General Partner
By: /s/Xxxxx X. Xxxxxx, 1/19/00
---------------------------
NAME: Xxxxx X. Xxxxxx
TITLE: Chief Financial Officer
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