Exhibit 10.22
PROMISSORY NOTE
SECURED BY A DEED OF TRUST
$____________ Seattle, Washington
___________, 2001
_______________________________________, jointly and severally
(collectively "Borrower"), for value received, hereby promise to pay to the
order of GENERAL AMERICA CORPORATION ("Lender"), the principal sum of
_______________ Dollars ($___________), together with any accrued interest
thereon, upon the terms and conditions specified herein, and all costs and fees,
including reasonable attorney fees, incurred by Xxxxxx in enforcing the
obligations of this Note. Principal hereof and any accrued interest are payable
to Lender at 18th Floor, 0000 Xxxxxxxx Xxxxxx, Xxxxxxx, XX 00000, or such other
place as Lender may direct, in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts. Principal and any accrued interest shall be payable as
follows:
(i) The principal sum and any unpaid and accrued interest of this Note
shall be due in full on the earlier of (which date is the Note's maturity date):
(a) __________, 2016, or (b) one year after the date that _____________
employment with Safeco Corporation is terminated for any reason, including, but
not limited to, death or total disability of _____________.
(ii) No interest shall accrue under this Note while _______________
continues in employment with the Safeco Corporation.
(iii) The proceeds of the loan evidenced by this Note shall be applied
solely to the purchase of the Borrower's new principal residence (within the
meaning of Section 217 of the Internal Revenue Code of 1986, as amended, and the
Treasury Regulations promulgated thereunder) in King County.
Borrower shall have the right, at any time, to prepay the whole or any
part hereof.
This Note is secured by the short form deed of trust of even date
herewith ("Deed of Trust") covering real and personal property situated in King
County, Washington, to which reference is hereby made for a description of the
nature and extent of the security provided thereby and the rights and
limitations of rights of Lender and of Borrower in respect of such security.
If default be made with respect to any payment herein provided for which
continues for five days after written notice of default, or in case an event of
default (as defined in the Deed of Trust or any other documents executed in
connection with or to secure this Note, collectively referred to as "Loan
Documents") shall occur, the principal balance of this Note shall thereafter
bear interest at the minimum per annum rate, compounded semi-annually,
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required to avoid the imputation of compensation income to the Borrower under
the Federal tax laws plus 5 percent per annum, and the principal of this Note
and any accrued interest and all other indebtedness secured or to be secured by
the Loan Documents may be declared due and payable. Failure to exercise this
option shall not constitute a waiver of the right to exercise the same at any
other time.
The benefits of the interest arrangements under this Note are not
transferable by the Borrower.
Upon termination of ___________________'s employment with Safeco
Corporation, interest shall accrue on any unpaid principal balance at the rate
of 5.43 percent per annum, compounded annually.
For purposes of applying the provisions of this Note, _________________
shall be considered to remain in the employ of Safeco Corporation for so long as
________________ renders services as a full-time employee of Safeco Corporation,
any successor entity of Safeco Corporation or one or more subsidiaries of Safeco
Corporation in which Safeco Corporation has at least a fifty percent (50%)
direct or indirect ownership interest.
The Borrower certifies that the Borrower reasonably expects to be
entitled to and will itemize deductions for Federal income tax purposes for each
year the Note is outstanding.
Borrower recognizes that default by Borrower in making the payments
under this Note and/or in any of the other Loan Documents when due will result
in Lender incurring additional expense servicing the loan, loss to Lender of the
use of the money due, and frustration to Lender in meeting its other
commitments. In the event that any payment or portion thereof is not paid within
15 days after the date it is due, the holder hereof may collect, and Xxxxxxxx
agrees to pay with such payment a "late charge" of 5 percent of any overdue
amount as liquidated damages for the additional expense of handling such
delinquent payments. Such late charge represents the reasonable estimate by the
parties of a fair average compensation due to the failure of the undersigned to
make timely payments. Such late charge shall be paid without prejudice to the
rights of holder hereof to collect any other amounts provided to be paid or to
declare a default hereunder or under the Loan Documents.
In the event that Borrower defaults with respect to any payment herein
provided for or in case of an event of default under any of the Loan Documents,
Lender shall have the right, at Borrower's expense, to consult an attorney or
collection agency, to make any demand, enforce any remedy, or otherwise protect
its rights under this Note and the Loan Documents. Borrower promises to pay all
costs, fees and expenses so incurred by Xxxxxx, including, without limitation,
reasonable attorney fees (with or without litigation), and court costs,
collection agency charges, notice expenses and title search expenses, and the
failure of the defaulting Borrower to pay the same shall, in itself, constitute
a further and additional default. In the event that suit or action is instituted
by Lender to enforce this Note or any rights under the Loan Documents, Borrower
hereby promises to pay, in addition to costs and expenses provided by statute or
otherwise, such sums as the court may adjudge reasonable as attorney
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fees in such proceeding and on any appeals from any judgment or decree entered
therein and the costs and attorney fees for collection of the amount due
therein.
Borrower further agrees to pay immediately upon demand all costs and
expenses of Lender including reasonable attorney fees: (a) if Xxxxxx seeks to
have the property securing this Note abandoned by any estate in bankruptcy; (b)
if Lender attempts to have any stay or injunction prohibiting the enforcement or
collection of the Note, prohibiting the foreclosure of the Deed of Trust, or
prohibiting the enforcement of the Deed of Trust or any other Loan Document
lifted by any bankruptcy or other court; (c) if Lender participates in any
subsequent proceedings or appeals from any order or judgment entered in any such
proceeding; (d) if Lender deems it appropriate to file a proof of claim or in
any other manner participate in any bankruptcy or similar proceedings; or (e) if
Lender retains legal counsel in connection with any amendments or modifications
to this Note, the Deed of Trust or any other Loan Document.
Any notice to be given pursuant to this Note shall be sent to the
address of the applicable party as set forth in the Deed of Trust.
Time is of the essence. All reimbursements and payments required by this
Note shall be immediately due and payable on demand. Each and every maker hereof
agrees that they have received valuable consideration hereunder, that they sign
this Note as makers and not as sureties, and that any and all suretyship
defenses are hereby waived. Borrower for itself and all drawers and endorsers
severally waives presentment for payment, protest, notice of protest and notice
of nonpayment of this Note.
This Note is governed by the law of the state of Washington without
regard for conflict of laws principles.
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BORROWER ACKNOWLEDGES THAT ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN
MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT
ENFORCEABLE UNDER WASHINGTON LAW.
BORROWER:
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