Exhibit 10.2
REVOLVING NOTE
$ 75,000,000.00 New York, New York
April 30, 2002
FOR VALUE RECEIVED, EACH OF THE PARTIES SET FORTH ON SCHEDULE I (each a
"Borrower", and collectively, jointly and severally as the "Borrowers"), hereby
promise to pay on May 1, 2005 (the "Maturity Date"), to the order of BAYERISCHE
HYPO- UND VEREINSBANK AG, NEW YORK BRANCH, a banking corporation organized under
the laws of the Federal Republic of Germany, its successors and assigns
("Lender"), at the office of Bayerische Hypo- Und Vereinsbank AG, New York
Branch (in its capacity as agent for itself and the other Lenders, the "Agent"),
located at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx xxxxxx xxxxx xx
xxx Xxxxxx Xxxxxx of America and in immediately available funds, the principal
amount of Seventy-Five Million Dollars and No/100 ($75,000,000.00) (or such
lesser amount as shall equal the aggregate unpaid principal amount of Advances
made by Lender to the Borrowers under the Credit Agreement (as hereinafter
defined)).
The Borrowers further agree to pay interest in like money at such office on
the unpaid principal amount hereof from time to time from the date hereof at
interest rates (which shall not exceed the maximum rate permitted by applicable
law), on the dates and at the time specified in the Credit Agreement.
This Revolving Note is one of the Notes referred to in that certain Credit
Agreement of even date herewith among the Borrowers, Lender, the Agent, and the
other Lenders from time to time party thereto (as the same may be amended,
modified, supplemented and/or restated from time to time, the "Credit
Agreement"). Capitalized terms used herein without definition shall have the
respective meanings assigned to such terms in the Credit Agreement.
The Credit Agreement, among other things, contains provisions for
acceleration of the maturity hereof upon the failure of the Borrowers to pay
when due interest on this Revolving Note or any other amount due under the
Credit Agreement or any other Loan Document, or upon the occurrence of certain
other stated events and also for optional prepayments on account of principal
hereof prior to the Maturity Date on the terms and conditions therein specified.
All notices, requests, demands or other communications with respect to this
Revolving Note shall be given in the manner set forth in the Credit Agreement.
The date, amount, interest rate and duration of the Interest Period (if
applicable) of each Advance made by Lender to the Borrowers, and each payment
made in respect of the principal thereof, shall be recorded by Lender on its
books and, prior to any transfer hereof, endorsed on the schedule attached
hereto or any continuation thereof; provided, that the failure by Lender to make
any such recordation or endorsement shall not affect the obligations of the
Borrowers to make payment when due of any amount owing under the Credit
Agreement or this Revolving Note in respect of the Advances made by Xxxxxx, and
each such recordation or endorsement by Lender shall be conclusive and binding
absent manifest error.
This Revolving Note is secured as provided in the Loan Documents. Reference
is hereby made to the Loan Documents for a description of the properties and
assets in which Liens have been granted, the nature and extent of the security,
the terms and conditions upon which the Liens were granted and the rights of the
holder of this Revolving Note and the Borrowers in respect thereof.
This Revolving Note is an amendment, modification, restatement, renewal,
consolidation and replacement of (i) that certain Secured Promissory Note dated
February 14, 2002 in the original principal amount of $18,939,737, by Shelbourne
Properties I L.P., a Delaware limited partnership, in favor of Shelbourne
Management LLC, a Delaware limited liability company ("Original Lender") (the
"Shelbourne I Note"), (ii) that certain Secured Promissory Note dated February
14, 2002 in the original principal amount of $23,658,488, by Shelbourne
Properties II L.P., a Delaware limited partnership, in favor of Original Lender
(the "Shelbourne II Note") and (iii) that certain Secured Promissory Note dated
February 14, 2002 in the original principal amount of $15,665,421, by Shelbourne
Properties III L.P., a Delaware limited partnership, in favor of Original Lender
(the "Shelbourne III Note", and together with the Shelbourne I Note and the
Shelbourne II Note, the "Original Notes"). The Original Notes, which have an
aggregate outstanding principal balance of $58,263,646 as of the date hereof
(the "Original Indebtedness"), have been assigned by Original Lender to Agent
pursuant to those certain allonges of even date herewith, which Original Notes
have been amended, modified, restated, renewed, consolidated and replaced by
this Revolving Note. The amount of this Revolving Note in excess of the Original
Indebtedness represents new loan proceeds which may be borrowed by the Borrowers
subject to, and in accordance with, the terms and provisions of the Credit
Agreement. By signing this Revolving Note, each of the Borrowers hereby assumes,
on a joint and several basis with the other Borrowers, the indebtedness and
other obligations under the Original Notes.
This Revolving Note is made and delivered in New York, New York, and,
pursuant to Section 5-1401 of the General Obligations Law of the State of New
York, shall be governed by and construed and interpreted in accordance with the
laws of the State of New York, without regard to principles of conflict of laws.
Recourse against the Borrowers and under this Revolving Note shall be
subject to the terms of Section 11.1 of the Credit Agreement.
[SIGNATURE PAGE FOLLOWS]
BORROWERS:
SHELBOURNE PROPERTIES I L.P.,
a Delaware limited partnership
By: Shelbourne Properties I GP LLC, a
Delaware limited liability company
By: Shelbourne Properties I, Inc., a
Delaware corporation
By:/s/ Xxxxxx Xxxxx
-----------------------
Name: Xxxxxx Xxxxx
Title: Treasurer
SHELBOURNE PROPERTIES II L.P.,
a Delaware limited partnership
By: Shelbourne Properties II GP LLC, a
Delaware limited liability company
By: Shelbourne Properties II, Inc., a
Delaware corporation
By:/s/ Xxxxxx Xxxxx
-----------------------
Name: Xxxxxx Xxxxx
Title: Treasurer
SHELBOURNE PROPERTIES III L.P.,
a Delaware limited partnership
By: Shelbourne Properties III GP, Inc., a
Delaware corporation
By:/s/ Xxxxxx Xxxxx
-----------------------
Name: Xxxxxx Xxxxx
Title: Treasurer
SHELBOURNE RICHMOND COMPANY
LLC, a Delaware limited liability company
By: Shelbourne Properties II L.P., a
Delaware limited partnership
By: Shelbourne Properties II GP LLC, a
Delaware limited liability company
By: Shelbourne Properties II, Inc., a
Delaware corporation
By:/s/ Xxxxxx Xxxxx
-----------------------
Name: Xxxxxx Xxxxx
Title: Treasurer
SHELBOURNE XXXXXXXX COMPANY
LLC, a Delaware limited liability company
By: Shelbourne Properties II L.P., a
Delaware limited partnership
By: Shelbourne Properties II GP LLC, a
Delaware limited liability company
By: Shelbourne Properties II, Inc., a
Delaware corporation
By:/s/ Xxxxxx Xxxxx
-----------------------
Name: Xxxxxx Xxxxx
Title: Treasurer
SHELBOURNE MELROSE CROSSING I COMPANY
LLC, a Delaware limited liability company
By: Shelbourne Properties II L.P., a
Delaware limited partnership
By: Shelbourne Properties II GP LLC, a
Delaware limited liability company
By: Shelbourne Properties II, Inc., a
Delaware corporation
By:/s/ Xxxxxx Xxxxx
-----------------------
Name: Xxxxxx Xxxxx
Title: Treasurer
SHELBOURNE MELROSE CROSSING II COMPANY
LLC, a Delaware limited liability company
By: Shelbourne Properties III L.P., a
Delaware limited partnership
By: Shelbourne Properties III GP, Inc., a
Delaware corporation
By:/s/ Xxxxxx Xxxxx
-----------------------
Name: Xxxxxx Xxxxx
Title: Treasurer
SHELBOURNE RALEIGH COMPANY
LLC, a Delaware limited liability company
By: Shelbourne Properties II L.P., a
Delaware limited partnership
By: Shelbourne Properties II GP LLC, a
Delaware limited liability company
By: Shelbourne Properties II, Inc., a
Delaware corporation
By:/s/ Xxxxxx Xxxxx
-----------------------
Name: Xxxxxx Xxxxx
Title: Treasurer
SHELBOURNE LAS VEGAS COMPANY
LLC, a Delaware limited liability company
By: Shelbourne Properties III L.P., a
Delaware limited partnership
By: Shelbourne Properties III GP, Inc., a
Delaware corporation
By:/s/ Xxxxxx Xxxxx
-----------------------
Name: Xxxxxx Xxxxx
Title: Treasurer
SHELBOURNE LIVONIA COMPANY
LLC, a Delaware limited liability company
By: Shelbourne Properties III L.P., a
Delaware limited partnership
By: Shelbourne Properties III GP, Inc., a
Delaware corporation
By:/s/ Xxxxxx Xxxxx
-----------------------
Name: Xxxxxx Xxxxx
Title: Treasurer
SHELBOURNE I CENTURY PARK
COMPANY LLC, a Delaware limited
liability company
By: Shelbourne Properties I L.P., a
Delaware limited partnership
By: Shelbourne Properties I GP LLC,
a Delaware limited liability company
By: Shelbourne Properties I, Inc.,
a Delaware corporation
By:/s/ Xxxxxx Xxxxx
-----------------------
Name: Xxxxxx Xxxxx
Title: Treasurer
SHELBOURNE I SEATTLE LANDMARK
COMPANY LLC, a Delaware limited
liability company
By: Shelbourne Properties I L.P., a
Delaware limited partnership
By: Shelbourne Properties I GP LLC,
a Delaware limited liability company
By: Shelbourne Properties I, Inc.,
a Delaware corporation
By:/s/ Xxxxxx Xxxxx
-----------------------
Name: Xxxxxx Xxxxx
Title: Treasurer
SHELBOURNE I 568 BROADWAY
COMPANY LLC, a Delaware limited
liability company
By: Shelbourne Properties I L.P., a
Delaware limited partnership
By: Shelbourne Properties I GP LLC,
a Delaware limited liability company
By: Shelbourne Properties I, Inc.,
a Delaware corporation
By:/s/ Xxxxxx Xxxxx
-----------------------
Name: Xxxxxx Xxxxx
Title: Treasurer
SHELBOURNE II SEATTLE LANDMARK
COMPANY LLC, a Delaware limited
liability company
By: Shelbourne Properties II L.P., a
Delaware limited partnership
By: Shelbourne Properties II GP LLC,
a Delaware limited liability company
By: Shelbourne Properties II, Inc.,
a Delaware corporation
By:/s/ Xxxxxx Xxxxx
-----------------------
Name: Xxxxxx Xxxxx
Title: Treasurer
SHELBOURNE II CENTURY PARK
COMPANY LLC, a Delaware limited
liability company
By: Shelbourne Properties II L.P., a
Delaware limited partnership
By: Shelbourne Properties II GP LLC,
a Delaware limited liability company
By: Shelbourne Properties II, Inc.,
a Delaware corporation
By:/s/ Xxxxxx Xxxxx
-----------------------
Name: Xxxxxx Xxxxx
Title: Treasurer
SHELBOURNE II 568 BROADWAY
COMPANY LLC, a Delaware limited
liability company
By: Shelbourne Properties II L.P., a
Delaware limited partnership
By: Shelbourne Properties II GP LLC,
a Delaware limited liability company
By: Shelbourne Properties II, Inc.,
a Delaware corporation
By:/s/ Xxxxxx Xxxxx
-----------------------
Name: Xxxxxx Xxxxx
Title: Treasurer
SHELBOURNE II TRI-COLUMBUS
COMPANY LLC, a Delaware limited
liability company
By: Shelbourne Properties II L.P., a
Delaware limited partnership
By: Shelbourne Properties II GP LLC,
a Delaware limited liability company
By: Shelbourne Properties II, Inc.,
a Delaware corporation
By:/s/ Xxxxxx Xxxxx
-----------------------
Name: Xxxxxx Xxxxx
Title: Treasurer
SHELBOURNE III 000 XXXXXXXX
COMPANY LLC, a Delaware limited
liability company
By: Shelbourne Properties III L.P., a
Delaware limited partnership
By: Shelbourne Properties III GP, Inc.,
a Delaware corporation
By:/s/ Xxxxxx Xxxxx
-----------------------
Name: Xxxxxx Xxxxx
Title: Treasurer
SHELBOURNE III TRI-COLUMBUS
COMPANY LLC, a Delaware limited
liability company
By: Shelbourne Properties III L.P., a
Delaware limited partnership
By: Shelbourne Properties III GP, Inc.,
a Delaware corporation
By:/s/ Xxxxxx Xxxxx
-----------------------
Name: Xxxxxx Xxxxx
Title: Treasurer
CENTURY PARK I JOINT VENTURE,
a Delaware general partnership
By: Shelbourne I Century Park Company
LLC, a Delaware limited liability
company
By: Shelbourne Properties I L.P., a
Delaware limited partnership, its
general partner
By: Shelbourne Properties I GP LLC
a Delaware limited liability
company
By: Shelbourne Properties I, Inc., a
Delaware corporation
By:/s/ Xxxxxx Xxxxx
-----------------------
Name: Xxxxxx Xxxxx
Title: Treasurer
By: Shelbourne II Century Park Company
LLC, a Delaware limited liability
company
By: Shelbourne Properties II L.P., a
Delaware limited partnership, its
general partner
By: Shelbourne Properties II GP LLC
a Delaware limited liability
company
By: Shelbourne Properties II, Inc., a
Delaware corporation
By:/s/ Xxxxxx Xxxxx
-----------------------
Name: Xxxxxx Xxxxx
Title: Treasurer
SEATTLE LANDMARK JOINT VENTURE,
a Delaware general partnership
By: Shelbourne I Seattle Landmark
Company LLC, a Delaware limited
liability company
By: Shelbourne Properties I L.P., a
Delaware limited partnership, its
general partner
By: Shelbourne Properties I GP LLC,
a Delaware limited liability
company
By: Shelbourne Properties I, Inc., a
Delaware corporation
By:/s/ Xxxxxx Xxxxx
-----------------------
Name: Xxxxxx Xxxxx
Title: Treasurer
By: Shelbourne II Seattle Landmark
Company LLC, a Delaware limited
liability company
By: Shelbourne Properties II L.P., a
Delaware limited partnership, its
general partner
By: Shelbourne Properties II GP LLC,
a Delaware limited liability
company
By: Shelbourne Properties II, Inc., a
Delaware corporation
By:/s/ Xxxxxx Xxxxx
-----------------------
Name: Xxxxxx Xxxxx
Title: Treasurer
TRI-COLUMBUS ASSOCIATES, a
Delaware general partnership
By: Shelbourne II Tri-Columbus
Company LLC, a Delaware limited
liability company
By: Shelbourne Properties II L.P., a
Delaware limited partnership, its
general partner
By: Shelbourne Properties II GP LLC,
a Delaware limited liability
company
By: Shelbourne Properties II, Inc., a
Delaware corporation
By:/s/ Xxxxxx Xxxxx
-----------------------
Name: Xxxxxx Xxxxx
Title: Treasurer
By: Shelbourne III Tri-Columbus
Company LLC, a Delaware limited
liability company
By: Shelbourne Properties III L.P., a
Delaware limited partnership, its
general partner
By: Shelbourne Properties III GP, Inc.,
a Delaware corporation
By:/s/ Xxxxxx Xxxxx
-----------------------
Name: Xxxxxx Xxxxx
Title: Treasurer
568 BROADWAY JOINT VENTURE,
a Delaware general partnership
By: Shelbourne I 000 Xxxxxxxx
Company LLC, a Delaware limited
liability company
By: Shelbourne Properties I L.P., a
Delaware limited partnership, its
general partner
By: Shelbourne Properties I GP LLC,
a Delaware limited liability
company
By: Shelbourne Properties I, Inc., a
Delaware corporation
By:/s/ Xxxxxx Xxxxx
-----------------------
Name: Xxxxxx Xxxxx
Title: Treasurer
By: Shelbourne II 000 Xxxxxxxx
Company LLC, a Delaware limited
liability company
By: Shelbourne Properties II L.P., a
Delaware limited partnership, its
general partner
By: Shelbourne Properties II GP LLC,
a Delaware limited liability
company
By: Shelbourne Properties II, Inc., a
Delaware corporation
By:/s/ Xxxxxx Xxxxx
-----------------------
Name: Xxxxxx Xxxxx
Title: Treasurer
By: Shelbourne III 000 Xxxxxxxx
Company LLC, a Delaware limited
liability company
By: Shelbourne Properties III L.P., a
Delaware limited partnership, its
general partner
By: Shelbourne Properties III GP, Inc.,
a Delaware corporation
By:/s/ Xxxxxx Xxxxx
-----------------------
Name: Xxxxxx Xxxxx
Title: Treasurer
SCHEDULE I
Borrowers
Shelbourne Properties I L.P., a Delaware limited partnership
Shelbourne Properties II L.P., a Delaware limited partnership
Shelbourne Properties III L.P., a Delaware limited partnership
Shelbourne Richmond Company LLC, a Delaware limited liability company
Shelbourne Xxxxxxxx Company LLC, a Delaware limited liability company
Shelbourne Melrose Crossing I Company LLC, a Delaware limited liability company
Shelbourne Melrose Crossing II Company LLC, a Delaware limited liability company
Shelbourne Raleigh Company LLC, a Delaware limited liability company
Shelbourne Las Vegas Company LLC, a Delaware limited liability company
Shelbourne Livonia Company LLC, a Delaware limited liability company
Shelbourne I Century Park Company LLC, a Delaware limited liability company
Shelbourne II Century Park Company LLC, a Delaware limited liability company
Shelbourne I Seattle Landmark Company LLC, a Delaware limited liability company
Shelbourne II Seattle Landmark Company LLC, a Delaware limited liability company
Shelbourne II Tri-Columbus Company LLC, a Delaware limited liability company
Shelbourne III Tri-Columbus Company LLC, a Delaware limited liability company
Shelbourne I 568 Broadway Company LLC, a Delaware limited liability company
Shelbourne II 568 Broadway Company LLC, a Delaware limited liability company
Shelbourne III 568 Broadway Company LLC, a Delaware limited liability company
Century Park I Joint Venture, a Delaware general partnership
Seattle Landmark Joint Venture, a Delaware general partnership
Tri-Columbus Associates, a Delaware general partnership
000 Xxxxxxxx Xxxxx Venture, a Delaware general partnership
SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL
This Revolving Note evidences Advances made under the Credit Agreement to
the Borrowers, on the dates, in the principal amounts, bearing interest at the
rates and having Interest Periods (if applicable) of the durations set forth
below, subject to the prepayments of principal set forth below:
Unpaid
Date of Interest Principal Interest Amount Principal Notation
Advance Period Amount Rate Prepaid Amount Made By
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