Exhibit 99.B1
GRID NOTE
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$16,740,750 New York, New York
October 9, 1998
FOR VALUE RECEIVED, LEHIGH TAX CREDIT PARTNERS III L.L.C., a Delaware
limited liability company (the "Debtor"), hereby promises to pay to the order of
RCC CREDIT FACILITY, L.L.C., a Delaware limited liability company (the "Payee"),
at its offices located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at
such other place as the Payee or any holder hereof may from time to time
designate, in lawful money of the United States, the principal sum of SIXTEEN
MILLION SEVEN HUNDRED FORTY THOUSAND SEVEN HUNDRED FIFTY DOLLARS ($16,740,750),
or, if less than such sum, the aggregate principal amount of all monies advanced
to the Debtor by the Payee hereunder as indicated on the grid schedule attached
hereto and made a part hereof. All principal outstanding hereunder shall be
payable in full on the date (the "Payment Date") which is the earlier to occur
of (i) the earlier to occur of (x) the date on which the portion of the RCC
Credit Loan (as hereinafter defined) used to fund the loan to the Debtor
evidenced hereby shall be due and payable or (y) "Maturity Date" as such term is
defined in the Amended and Restated Loan Agreement dated as of September 10,
1998 (as amended and restated, and as the same may be further amended, modified
or supplemented from time to time, the "Loan Agreement"), among the Payee, The
Related Companies, L.P. ("TRCLP"), a New York limited partnership, Related
Capital Company ("RCC"), a New York general partnership, BankBoston, N.A. (f/k/a
The First National Bank of Boston ("BB"), Fleet Bank ("Fleet" and collectively
with BB, the "Banks") and BB, as agent for the Banks, or such earlier or later
date as the Payee shall be obligated under the Loan Agreement to pay to the
Banks the amounts outstanding under the RCC Credit Loan and (ii) the date on
which the Debtor shall receive cash proceeds in an amount equal to or greater
than the amount of principal, and interest thereon, due and owing hereunder,
from the sale of its membership interests.
The Debtor hereby authorizes the Payee to record on the grid schedule
attached hereto and made a part hereof the amount and date of each advance made
hereunder and the date and amount of each payment of principal thereon. All such
notations shall be presumptive as to the correctness thereof and the aggregate
unpaid amount of advances set forth on such schedule shall be presumed to be the
unpaid principal amount hereof.
The principal amount of this Note may be prepaid at any time or from time
to time by Debtor, in whole or in part, without premium or penalty, provided
that all partial prepayments shall be in a minimum amount of $100,000 (or such
lesser amount as may then be outstanding hereunder) and integral multiples of
$25,000 thereof. All prepayments shall be accompanied by the payment of interest
accrued on the amount of such prepayment to the date thereof. Amounts of
principal prepaid or repaid under this Note may not be reborrowed.
In addition, the Debtor promises to pay accrued interest to the Payee, on
the date of each prepayment of the principal hereof as set forth in the previous
paragraph, on the Payment Date and thereafter on demand, in like money at said
office or place from the date hereof on the unpaid principal balance hereof at a
rate per annum equal to the rate of interest payable at any time and from time
to time by the Payee to the Banks on advances made to the Payee under the Loan
Agreement (collectively, at any time, all such advances, the "RCC Credit Loan")
and advanced by the Payee to the Debtor hereunder. Interest shall be calculated
on the basis of a 360-day year and actual days.
If Payment of all outstanding principal and accrued interest is not made in
full on or prior to the Payment Date, then the Debtor shall pay, as additional
interest, all other amounts owing by Payee to the Banks under the Loan Agreement
as a result of such non-payment or incomplete payment, as the case may be.
This Note is secured by the Pledge and Security Agreement dated the date
hereof (as amended, modified or supplemented from time to time, the "Pledge
Agreement") between the Debtor and the Payee and is the Note referred to therein
and is entitled to the benefits thereof.
The holder of this Note may declare all principal and interest thereon
evidenced by this Note immediately due and payable upon the happening of any of
the following events (each, an "Event of Default"): (i) nonpayment when the same
becomes due, whether by acceleration or otherwise, of any principal, interest or
other amount on or under this Note; (ii) default by the Debtor in the payment or
performance of any obligation under or termination of, the Pledge Agreement;
(iii) Debtor shall (a) voluntarily commence any proceeding or file any petition
seeking relief under Title 11 of the United States Code or any other Federal,
state or foreign bankruptcy, insolvency, liquidation or similar law, (b) consent
to the institution of, or fail to contravene in a timely and appropriate manner,
any such proceeding or the filing of any such petition, (c) apply for or consent
to the appointment of a receiver, trustee, custodian, sequestrator or similar
official for Debtor or for a substantial part of its property or assets, (d)
file an answer admitting the material allegations of a petition filed against it
in any such proceeding, (e) make a general assignment for the benefit of
creditors, (f) become unable, admit in writing its inability or fail generally
to pay its debts as they become due or (g) take corporate action for the purpose
of effecting any of the foregoing; (iv) an involuntary proceeding shall be
commenced or an involuntary petition shall be filed in a court of competent
jurisdiction seeking (a) relief in respect of Debtor, or of a substantial part
of the property or assets of Debtor, under Title 11 of the United States Code or
any other Federal state or foreign bankruptcy, insolvency, receivership or
similar law, (b) the appointment of a receiver, trustee, custodian, sequestrator
or similar official for Debtor or for a substantial part of the property of
Debtor or (c) the winding-up or liquidation of Debtor, and such proceeding or
petition shall continue undismissed for 30 days or an order or decree approving
or ordering any of the foregoing shall continue unstayed and in effect for 30
days; or (v) the occurrence of any event described in clause (iii) or (iv) of
this paragraph with respect to any endorser, guarantor or any other party liable
for, or whose assets or any interest therein secures, payment of any
indebtedness evidenced by this Note.
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The Debtor hereby waives diligence, demand, presentment, protest and notice
of any kind, and assents to extensions of the time of payment, release,
surrender or substitution of security, or forbearance or other indulgence,
without notice.
This Note may not be changed, modified or terminated orally, but only by an
agreement in writing signed by the party to be charged.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK AND SHALL BE BINDING UPON THE SUCCESSORS AND ASSIGNS OF
THE DEBTOR AND INURE TO THE BENEFIT OF THE PAYEE AND ITS SUCCESSORS AND ASSIGNS.
IN WITNESS WHEREOF, the Debtor, by its duly authorized officer, has
executed and delivered this Note on the date first above written.
LEHIGH TAX CREDIT PARTNERS III L.L.C.
By: Lehigh Tax Credit Partners, Inc.,
its managing member
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Vice President
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Loans and Payment
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Payments of Unpaid Principal
Date Amount of Loan Principal/Interest Balance of Note
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