EXHIBIT 10.25
PROMISSORY NOTE
---------------
Loan Amount: $9,500,000 Note Date: February 13, 1998
FOR VALUE RECEIVED, XXXXXXX ENTERPRISES, INC., a Massachusetts corporation
(together with its permitted successors and assigns, "Owner"), hereby promises
-----
to pay to the order of CORPORATE REAL ESTATE CAPITAL, LLC, a Delaware limited
liability company, its successors and assigns ("Lender"), or order, the
------
principal sum of NINE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS
($9,500,000) and all other amounts advanced by Lender to or on behalf of Owner
pursuant to the Indenture (as hereinafter defined) or any other Loan Document
(collectively, as such amount may be reduced from time to time as the result of
the payment or prepayment thereof, the "Principal Amount") and interest thereon
----------------
from the date hereof until the Maturity Date (as defined below), at the rate of
eight and 563/1000 percent (8.563%) per annum (the "Fixed Rate"), plus interest
----------
on any overdue principal, interest and Make-Whole Premium (as defined in the
Indenture), if any, at the lesser of the Default Rate (as defined in the
Indenture) or the Maximum Rate as set forth below. All computations of interest
shall be calculated on a 360-day year based on twelve 30-day months except that
the initial installment of interest only shall be based on actual number of days
elapsed. In addition, Owner agrees to pay to Lender a late payment charge of
five percent (5%) (the "Late Charge") of any principal or interest payment made
-----------
more than five (5) business days after the due date thereof, which Late Charge
shall be due with any such late payment.
Owner shall pay installments (each a "Debt Service Payment") of interest
--------------------
only and of principal and interest on this Note, which installments shall be
payable on the dates specified herein (each such date a "Payment Date")
------------
commencing on the Closing Date of the Loan and thereafter on the first day of
each month, commencing April 1, 1998 (the "First Payment Date") and ending March
------------------
1, 2018 (the "Maturity Date"), as follows:
-------------
(i) in an initial installment of interest only in the amount of the
interest accruing on the Principal Amount from the date hereof to March 1,
1998, payable on the Closing Date of the Loan; and
(ii) in installments consisting of principal and interest combined in
the amounts set forth on Schedule 1 hereto, payable on the first day of
----------
each successive month commencing on April 1, 1998 through and including the
Maturity Date; provided, however, that the payment due on the Maturity Date
-------- -------
shall be in the amount necessary to
pay all of the remaining unpaid Principal Amount and unpaid accrued
interest on this Note, and provided, further, however that upon partial
--------------------------
prepayment of this Note Schedule 1 hereto shall be revised to reamortize
----------
the Debt Service Payments so that each Debt Service Payment due after such
partial prepayment shall each be reduced by an amount equal to the product
of such Debt Service Payment times a fraction, the numerator of which
equals the principal amount being prepaid and the denominator of which
equals the entire principal amount outstanding hereunder at the time of
determination prior to giving effect to such prepayment. Such
reamortization shall reflect payments on the same Payment Dates and at the
same interest rate set forth in the original schedule.
Owner shall make all payments hereunder, without any counterclaims, setoff
or deduction whatsoever, in lawful money of the United States and in immediately
available funds by wire transfer at such place as Lender may designate in
writing to Owner from time to time.
This Note evidences a loan (the "Loan") made by Lender to Owner pursuant to
----
that certain Loan Agreement, dated as of the date hereof (together with all
supplements and amendments thereto, the "Loan Agreement"), between Lender and
--------------
Owner. This Note is secured by that certain Indenture of Mortgage, Deed of
Trust, Security Agreement, Fixture Filing, Financing Statement and Assignment of
Rents and Leases, of even date herewith (together with all supplements and
amendments thereto, the "Indenture") from Owner, as mortgagor, in favor of
---------
Lender. The Indenture is incorporated herein by reference and this Note is
subject to the provisions of, and entitled to the benefits of, the Indenture,
including, without limitation, the provisions regarding the Default Rate, Make-
Whole Premium, if any, and restrictions on and requirements for prepayment,
defeasance and rights of acceleration. Capitalized terms used herein have the
meanings assigned to those terms in the Indenture unless otherwise defined
herein.
Should the indebtedness represented by this Note or any part hereof be
collected at law or in equity or in bankruptcy, receivership or other court
proceeding, or should this Note be placed in the hands of attorneys for
collection after default, the Owner agrees to pay, in addition to the principal,
Make-Whole Premium, if any, interest due and payable hereon and any other sums
due and payable hereon, all costs of collecting or attempting to collect this
Note, including reasonable attorneys' fees and expenses (including those
incurred in connection with any appeal).
Owner and all endorsers and guarantors of this Note hereby waive
presentment, demand, notice, protest, stay of execution, and all other defenses
to payment generally, assent to the terms hereof, and agree that any renewal,
extension, or postponement of the time for payment or any other indulgence or
any substitution, exchange, or release of collateral or the additional release
of any Person or entity primarily or secondarily liable, may be affected without
notice to and
without releasing Owner, any endorser or any guarantor from any liability
hereunder or under any related guaranty.
The parties hereto intend to conform to and contract in strict conformance
with all applicable usury laws. The provisions of this Note, the Indenture and
of all agreements between Owner and Lender are hereby expressly limited so that
in no contingency or event whatsoever, whether by reason of prepayment, late
payment, default, demand for payment, acceleration of the maturity of this Note
or otherwise, shall the amount contracted for, charged, paid or agreed to be
paid to Lender for the use, forbearance or detention of money to be loaned under
this Note or otherwise exceed the maximum amount permissible under applicable
law (the "Maximum Rate"). If, from any circumstance whatsoever, performance or
------------
fulfillment of any provision hereof, of the Indenture or of any of the other
Loan Documents or of any agreement between Owner and Lender shall, at the time
of the execution and delivery thereof or at the time performance of such
provision shall be due, involve or purport to require any payment in excess of
the limits prescribed by law, the obligation to be performed or fulfilled shall
be reduced automatically to the limit of such validity without the necessity of
execution of any amendment or new document. If, from any circumstance
whatsoever, Lender shall ever receive anything of value deemed interest under
applicable law which would exceed interest at the Maximum Rate, an amount equal
to any amount which would have been excessive interest shall be applied to the
reduction of the outstanding principal balance of this Note in the inverse order
of its maturity and not to the payment of interest, or if such amount which
would have been excessive interest exceeds the outstanding principal balance of
this Note, such excess shall be refunded to Owner. All sums contracted for,
charged, paid or agreed to be paid to Lender for the use, forbearance or
detention of the indebtedness of Owner to Lender shall, to the extent permitted
by applicable law, be amortized, prorated, allocated, and spread throughout the
full stated term of such indebtedness so that the amount of interest on account
of such indebtedness does not exceed the Maximum Rate. The provisions of this
paragraph shall control all existing and future agreements between Owner and
Lender.
Owner shall pay all fees and expenses of Xxxxxx as provided in the
Indenture. This Note shall be governed by and construed in accordance with the
laws of the State in which the Mortgaged Property is located without reference
to conflicts of law rules.
IN WITNESS WHEREOF, the undersigned has executed and delivered this Note as
of the date and year first above written.
XXXXXXX ENTERPRISES, INC.
By: /s/ Xxxxxx X. Xxxxxx, Xx.
-------------------------
Name: XXXXXX X. XXXXXX, XX.
Title: V.P.
