PROMISSORY NOTE (XXXXXXXXXX REALTY INVESTORS)
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$100,000,000.00 _________________, 2000
FOR VALUE RECEIVED, the undersigned, Xxxxxxxxxx Realty Investors, a Texas
real estate investment trust, hereby promises to pay to the order of BANK OF
AMERICA, N.A., a national association (the "Bank") the principal sum of ONE
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HUNDRED MILLION AND NO/100 DOLLARS ($100,000,000.00) or the aggregate principal
amount of Advances made pursuant to the Credit Agreement hereinafter mentioned
and outstanding as of the maturity hereof, whether by acceleration or otherwise,
whichever may be the lesser, on or before the Revolving Credit Termination Date,
together with interest on any and all amounts remaining unpaid hereon from time
to time from the date hereof until maturity, payable as described in the Credit
Agreement, and at maturity, in the manner and at the rates per annum as set
forth in the Credit Agreement dated as of even date herewith, between the
undersigned, the Bank in its own capacity and as Agent, and the other banks
which are party thereto, as amended from time to time (the "Credit Agreement").
Capitalized terms used but not otherwise defined herein shall have the same
respective meanings ascribed to them as in the Credit Agreement.
If any payment of principal or interest on this Note shall become due on a day
which is not a Business Day, such payment shall be made on the next succeeding
business day, and such extension of time shall in such case be considered in
computing interest in connection with such payment
Payments of both principal and interest are to be made in immediately available
funds at the office of the Agent, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxxxx,
00000, or such other place as the holder shall designate in writing to the
maker.
If default is made in the payment of this Note and it is placed in the hands of
an attorney for collection, or collected through bankruptcy proceedings, or if
suit is brought on this Note, the maker agrees to pay reasonable attorneys' fees
in addition to all other amounts owing hereunder.
This Note is the Note provided for in, and is entitled to the benefits of, the
Credit Agreement, which, among other things, contains provisions for
acceleration of the maturity hereof upon the happening of certain stated events,
for prepayments of principal hereof prior to the maturity hereof upon terms and
conditions therein specified and, for payments of principal of and interest on
this Note in the manner and at the times and under the terms and conditions of
the Credit Agreement, and to the effect that no provision of the Credit
Agreement or this Note shall require the payment or permit the collection of
interest in excess of the Highest Lawful Rate, It is contemplated that by reason
of prepayments hereon there may be times when no indebtedness is owing
hereunder; but notwithstanding such occurrences this Note shall remain valid and
shall be in full force and effect as to Advances made pursuant to the Credit
Agreement subsequent to each such occurrence.
Except as expressly provided in the Credit Agreement, the maker and any and
all endorsers, guarantors and sureties severally waive grace, notice of intent
to accelerate, notice of acceleration, demand, presentment for payment, notice
of dishonor or default, protest and notice of protest and diligence in
collecting and bringing of suit against any party hereto, and agree to all
renewals, extensions or partial payments hereon and to any release or
substitution of security herefor, in whole or in part, with or without notice,
before or after maturity.
With respect to the incurrence of certain liabilities hereunder and the making
of certain agreements by the Borrower as herein stated, such incurrence of
liabilities and such agreements shall be binding upon the Borrower only as a
trust formed under the Texas Real Estate Investment Trust Act pursuant to that
certain Restated Declaration of Trust dated March 23, 1988, and only upon the
assets of such Borrower. No Trust Manager or officer or other holder of any
beneficial interest in the Borrower shall have any personal liability for the
payment of any indebtedness or other liabilities incurred by the Borrower
hereunder or for the performance of any agreements made by the Borrower
hereunder, nor for any other act, omission or obligation incurred by the
Borrower or by the Trust Managers except, in the case of a Trust Manager, any
liability arising from his own wilful misfeasance or malfeasance or negligence.
XXXXXXXXXX REALTY INVESTORS
By:
Name:
Title:
