PURCHASE MONEY INSTALLMENT SALE NOTE
EXHIBIT 10.54
PURCHASE MONEY
INSTALLMENT SALE NOTE
INSTALLMENT SALE NOTE
| $9,000,000.00 | September 19, 2005 |
FOR VALUE RECEIVED, the undersigned, XXXXXX XXXX PROPERTIES, LLC, a Nevada limited liability
company, having an office at c/o Reading International, Inc., 000 Xxxxxxx Xxxxx, Xxxxx 000,
Xxxxxxxx, XX 00000 (the “Borrower”), hereby gives this purchase money installment sale note and
promises, in consideration for the purchase of the tenant’s interest under a certain ground lease
dated February 9, 1961 between Xxxxxx X. Xxxxx, Xxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxx and Xxxxxxx
Xxxxxx, Xxxxxxx X. Xxxxx and Xxxxxxx X. Xxxxxxxxx, as Trustees under the Last Will and Testament of
Xxxxx X. Xxxxxx, deceased, as landlord (the “Landlord”), and Turtle Bay Theatre Corporation, as
tenant, as subsequently assigned, covering certain premises located at 1001-1007, New York, New
York, to pay to the order of XXXXXX XXXX CAPITAL L.L.C., its successors or assigns (the “Lender”)
at Lender’s office at 000 Xxxxx Xxxxxxxxx Xxxx., 0xx Xxxxx, Xxx Xxxxxxx, XX 00000, or to
such other address as Lender may from time-to-time designate, the sum of Nine Million and 00/100
($9,000,000.00) Dollars, on December 31, 2010 together with interest thereon, payable in arrears,
at the rate of eight and one quarter percent (8.25%) per annum, as follows:
Except as set forth below in the event of any partial prepayment of this Note, payments of
interest only in the amount of Sixty One Thousand Eight Hundred Seventy-Five and 00/100
($61,875.00) Dollars, shall be due and payable commencing on October 1, 2005 and on the first day
of each and every month thereafter, to and including December 1, 2010. The entire principal
balance of this Note, together with all accrued and unpaid interest thereon, shall be due and
payable on December 31, 2010.
Borrower is executing and delivering this Note to Lender in payment of the purchase price
under a Contract of Sale between Lender, as Seller, and Borrower, as Purchaser, dated September 1,
2005, with respect to the tenant’s estate under a Ground Lease for premises at 0000-0000 Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx (the “Contract”).
Lender shall have the right to surrender this Note to Borrower at any time prior to December
31, 2010, whereupon Borrower shall, at Lender’s direction, issue two new notes, on the same terms
as this Note (but only as to payments that shall not have been made under this Note prior to the
date of surrender) in the aggregate principal amount of Nine Million and 00/100 ($9,000,000.00)
Dollars, to Lender’s designated assignees.
In the event any payment due under this Note is not paid when due, and such failure continues
for five (5) days after notice to Borrower (provided that no such notice shall be required more
than once in any twelve-month period) then, without limiting any of Lender’s other rights and
remedies, Borrower shall pay to Lender (a) a late payment charge in an amount equal to one and
one-half percent (1-1/2%) of any such payment not received by the due date, and (b) interest upon
any such late payment, from the date such payment was due until the date payment is made, at a rate
equal to the lesser of (a) 16% per annum or (b) the highest rate of interest then allowed by the
laws of the State of New York (such lesser rate is defined as the “Default Rate”). All computation
of interest shall be calculated on the basis of the actual number of days elapsed over a year of
360 days.
In the event any payment due under this Note is not paid when due and such failure continues
for ten (10) days after notice to Borrower, Lender may declare the principal amount of this Note
and all accrued but unpaid interest thereon to be immediately payable.
If Borrower defaults under this Note after notice and expiration of applicable grace period
and Lender obtains a money judgment against Borrower with respect thereto, Lender shall have the
right, on notice to Borrower, to offset against any monetary obligations owed by Lender to Borrower
all or any portion of the amount of said judgment. Any such offset shall reduce Borrower’s
liability under said judgment to the extent of said offset.
Borrower’s obligations to the Lender under this Note have been guaranteed by Reading
International, Inc.
Borrower agrees to pay all reasonable costs and expenses incurred by Lender in order to
enforce the obligations of Borrower hereunder including, but not limited to, reasonable attorneys’
fees and expenses, whether or not litigation is commenced.
This Note may not be amended, and compliance with its terms may not be waived, orally or by
course of dealing, but only by a writing signed by Lender and Borrower. Any extension of time
granted by Lender shall not release Borrower or constitute a waiver of any payment obligation, or
otherwise diminish the rights and remedies of Lender.
No failure on the part of Lender to exercise, and no delay in exercising, any right, remedy or
power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by
Lender of any right, remedy or power hereunder preclude any other or future exercise thereof or the
exercise of any other right, remedy or power.
Each and every right, remedy and power hereby granted to Lender or allowed it by law or other
agreement shall be cumulative and not exclusive of any other right, remedy or power and may be
exercised by Lender at any time and from time to time.
Every provision of this Note is intended to be severable; if any term or provision of this
Note shall be invalid, illegal or unenforceable for any reason, the validity, legality and
enforceability of the remaining provisions hereof shall not in any way be affected or impaired
thereby.
The Borrower hereby waives presentment, demand, protest and notice of protest, non-payment or
dishonor of this Note and any other notices unless specifically provided for herein. Notices shall
be sent in accordance with the notice provisions set forth in the Contract.
The provisions of this Note shall be construed and interpreted, and all rights and obligations
hereunder determined, in accordance with the laws of the State of New York.
Borrower waives the right to trial by jury in any action or proceeding based upon, arising out
of or in any way connected to this Note or the transaction in connection with which this Note is
executed.
| XXXXXX XXXX PROPERTIES, LLC | ||||
| By: | /s/ S. Xxxxx Xxxxxxxx | |||
| Name: S. Xxxxx Xxxxxxxx | ||||
| Title: President |
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