EXHIBIT 10.4
NOTE
$150,000,000.00 March 31, 1999
National Golf Operating Partnership, L.P., a Delaware limited partnership
(the "Borrower") promises to pay to the order of The First National Bank of
Chicago (the "Lender") the lesser of the principal sum of One Hundred Fifty
Million Dollars or the aggregate unpaid principal amount of all Loans made by
the Lender to the Borrower pursuant to Article II of the Revolving Credit
Agreement hereinafter referred to, in immediately available funds at the main
office of The First National Bank of Chicago in Chicago, Illinois, as
Administrative Agent, together with interest on the unpaid principal amount
hereof at the rates and on the dates set forth in the Agreement. The Borrower
shall pay the remaining unpaid principal of and accrued and unpaid interest on
the Loans in full on the Facility Termination Date.
The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual practice,
the date and amount of each Loan and the date and amount of each principal
payment hereunder.
This Note is one of the Notes issued pursuant to, and is entitled to the
benefits of, the Revolving Credit Agreement (as the same may be amended or
modified the "Agreement"), dated as of March 29, 1999 among the Borrower,
National Golf Properties, Inc., as Guarantor and General Partner, The First
National Bank of Chicago, individually and as Administrative Agent, Xxxxxxx
Xxxxx Capital Corporation, individually and as Syndication Agent, First Chicago
Capital Markets, Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx, Incorporated as
Arrangers and the other lenders named therein, to which Agreement reference is
hereby made for a statement of the terms and conditions governing this Note,
including the terms and conditions under which this Note may be prepaid or its
maturity date accelerated. Capitalized terms used herein and not otherwise
defined herein are used with the meanings attributed to them in the Agreement.
If there is a Default or Unmatured Default under the Agreement or any
other Loan Document and Administrative Agent exercises the remedies provided
under the Agreement and/or any of the Loan Documents for the Lenders, then in
addition to all amounts recoverable by the Administrative Agent and the Lenders
under such documents, the Administrative Agent and the Lenders shall be entitled
to receive reasonable attorneys fees and expenses incurred by Administrative
Agent and the Lenders in connection with the exercise of such remedies.
Borrower and all endorsers severally waive presentment, protest and
demand, notice of protest, demand and of dishonor and nonpayment of this Note,
and any and all lack of diligence or delays in collection or enforcement of this
Note, and expressly agree that this Note, or any payment hereunder, may be
extended from time to time, and expressly consent to the release of any party
liable for the obligation secured by this Note, the release of any of the
security for this Note, the acceptance of any other security therefor, or any
other indulgence or forbearance whatsoever, all without notice to any party and
without affecting the liability of the Borrower and any endorsers hereof.
This Note shall be governed and construed under the internal laws of the
State of Illinois.
XXXXXXXX AND XXXXXX, BY ITS ACCEPTANCE HEREOF, EACH HEREBY WAIVE ANY RIGHT
TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT
UNDER THIS PROMISSORY NOTE OR ANY OTHER LOAN DOCUMENT OR RELATING THERETO OR
ARISING FROM THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF THIS PROMISSORY
NOTE AND AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A JUDGE
AND NOT BEFORE A JURY.
NATIONAL GOLF OPERATING PARTNERSHIP,
L.P.
By: NATIONAL GOLF PROPERTIES, INC., its
General Partner
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Print Name: Xxxxx X. Xxxxxxxx
---------------------------
Title: Vice President - General Counsel
--------------------------------
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SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
TO
NOTE OF NATIONAL GOLF OPERATING PARTNERSHIP, L.P.
DATED MARCH 31, 1999
================================================================================
DATE Principal Maturity Maturity Unpaid
---- Amount of Interest Principal Balance
of Loan Period Amount Paid -------
------- ------ -----------
--------------------------------------------------------------------------------
$150,000,000.00
================================================================================
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