EXHIBIT 10.15.04
LINE OF CREDIT NOTE
$2,000,000
June 1, 2000
Atlanta, Georgia
FOR VALUE RECEIVED, the undersigned XXXXXXX PROPERTIES RESIDENTIAL,
L.P., a Georgia limited partnership (the "Borrower"), hereby promises to pay to
the order of COMPASS BANK (the "Lender"), at P.O. Box 10566, Birmingham, Alabama
35296, or at such other place as Lender may direct, in lawful money of the
United States of America constituting legal tender in payment of all debts and
dues, public and private, together with interest thereon calculated at the rate
and in the manner set forth herein, the principal amount of TWO MILLION AND
N0/100 DOLLARS ($2,000,000), or so much thereof as may be advanced and
outstanding hereunder. Payment of principal and interest shall be in accordance
with the following provisions:
1. Line of Credit
Upon the execution and delivery of this Note, a line of credit (the
"Line of Credit") shall be opened by Lender for the benefit of Borrower so that,
subject to the other terms and conditions hereof, Borrower may borrow and repay
and re-borrow prior to the maturity hereof up to the maximum aggregate principal
amount outstanding at any one time of Two Million and No/100 Dollars
($2,000,000). At the time of making a request for an advance under the Line of
Credit, Borrower shall advise Lender of the amount of the requested advance, and
the purpose therefore, and Borrower shall furnish Lender with such information
as Lender may request concerning the transaction for which Xxxxxxxx proposes to
borrow and concerning Xxxxxxxx's financial status at the time of such request.
In no event may any advances be used for personal, family or household purposes.
All advances to Borrower under the Line of Credit shall be evidenced by this
Note. Xxxxxx, at its sole discretion, is hereby authorized to make advances
under this Note upon telephonic communication of the borrowing request from
Xxxxxxx X. Xxxxxxx or Xxxxxxx X. Xxxxxxx representing himself to be such person.
Each such telephonic request for borrowing shall be confirmed by Borrower in
writing, delivered to Lender no later than five (5) days after such telephonic
request; provided, however, that the absence of such written confirmation shall
in no way diminish Borrower's liability to repay such advance.
2. Interest.
(a) The applicable interest rate (the "Applicable Rate") under
this Note shall be an adjustable rate per annum equal to 150 basis
points (1.50%) in excess of the 30 day "LIBOR" rate (as defined herein)
from time to time in effect. "LIBOR" refers to the London Interbank
Offered Rate for the stated period as published in the WALL STREET
JOURNAL on the date of determination of the interest rate (or in the
event no such quotation is available on such date, as quoted on the day
most immediately preceding the date of determination on which such a
quotation was available). The Applicable Rate payable under this
Section 2(a) will be set on the date hereof, and shall be subject to
change on the first day of each month thereafter (the "Interest
Adjustment Dates") while any amount of principal is unpaid. On each
Interest Adjustment Date, the interest rate will be raised or lowered
to reflect changes in the LIBOR Rate. In the event that at any time
during the term of this Note, the LIBOR ceases to be published and is
no longer ascertainable, the term "LIBOR rate" shall mean a substitute
and comparable rate selected by Lender in its sole discretion.
(b) Interest on all principal amounts outstanding from time to
time hereunder shall be calculated on the basis of a 360-day year
applied to the actual number of days upon which principal is
outstanding, by multiplying the product of the principal amount
outstanding and the respective Applicable Rate set forth herein by the
actual number of days elapsed, and dividing by 360. In no event shall
the rate of interest calculated hereunder exceed the maximum rate
allowed by law. Any principal amounts outstanding hereunder after
maturity or earlier acceleration of this Note shall bear interest at a
floating rate equal to three percentage points (3%) in excess of
Compass Bank Prime until paid. Each change in the interest rate
resulting from a change in "Compass Bank Prime" shall become effective
on the day on which such change in "Compass Bank Prime" occurs.
"Compass Bank Prime", as used herein, is a reference rate established
by the Lender for use in computing and adjusting interest, is subject
to increase, decrease, or change at the Lender's discretion, and is
only one of the reference rates or indices that Lender uses. Borrower
acknowledges that the Lender may lend to others at rates of interest
at, or greater or less than, "Compass Bank Prime" or the rate provided
herein.
3. Payment.
(a) Xxxxxxxx promises to pay interest quarterly on the first (1st)
day of each calendar quarter, commencing on July 1, 2000, on
the principal amount outstanding hereunder from time to time,
computed daily in the manner and at the Applicable Rate set
forth in Section 2 above.
(b) All unpaid principal, interest and other charges shall be due
and payable in full on June 1, 2001 (the "Maturity Date").
4. Prepayment.
This Note may be prepaid in whole or in part without penalty. It is
intended that Borrower shall have the right to borrow, repay and re-borrow funds
under this Note with the maximum amount outstanding at any time during the term
of the Note of $2,000,000.
5. Events of Default.
Upon the failure to make any payment of the principal of or interest on
this Note when and as the same becomes due and payable, then, or at any time
thereafter during the continuance of any such event, the holder may, with or
without notice to the Borrower, declare this Note and indebtedness evidenced
hereby to be forthwith due and payable, whereupon this Note and the indebtedness
evidenced hereby shall become forthwith due and payable, both as to principal
and
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interest, without presentment, demand, protest, or other notice of any kind,
all of which are hereby expressly waived, anything contained herein or in any of
the Loan Documents or in any other instrument executed in connection with or
securing this Note to the contrary notwithstanding.
6. Waivers.
Borrower hereby waives demand, presentment for payment, notice of
dishonor, protest, and notice of protest and diligence in collection or bringing
suit and agrees that the holder hereof may accept partial payment, or release or
exchange security or collateral, without discharging or releasing any unreleased
collateral or the obligations evidenced hereby. Borrower further waives any and
all rights of exemption, both as to personal and real property, under the
constitution or laws of the United States, the State of Alabama, the State of
Georgia, or any other state.
7. Late Fee.
Any scheduled payment of principal and or interest which is not paid
within ten (10) days from the date due will be subject to a late charge of five
percent (5%) of such scheduled payment.
8. Attorneys' Fees.
Xxxxxxxx agrees to pay actual attorneys' fees incurred based on the
attorney's normal hourly rate and the number of hours worked and not the
attorneys' fees statutorily defined in O.C.G.A. ss.13-1-11, and costs actually
incurred by the holder hereof in collecting to collect this Note, whether by
suit or otherwise.
9. Miscellaneous.
As used herein, the terms "Borrower", "Lender" and "holder" shall be
deemed to include their respective successors, legal representatives and
assigns, whether by voluntary action of the parties or by operation of law. This
Note is given under the seal of all parties hereto, and it is intended that this
Note is and shall constitute and have the effect of a sealed instrument
according to law. This Note has been negotiated, and is being executed and
delivered in the State of Georgia, or if executed elsewhere, shall become
effective upon the Lender's receipt and acceptance of the executed original of
this Note in the State of Georgia; provided, however, that the Lender shall have
no obligation to give, nor shall Borrower be entitled to receive, any notice of
such acceptance for this Note to become a binding obligation of Borrower.
Borrower hereby submits to jurisdiction in the State of Georgia. This Note shall
be governed by and be construed in accordance with the laws of the State of
Georgia. It is intended, and the Borrower and the holder hereof specifically
agree, that the laws of the State of Georgia governing interest shall apply to
this Note and to this transaction. This Note may not be modified except by
written agreement signed by the Borrower and the holder hereof, or by their
respective successors or assigns. Time is of the essence of this Note.
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IN WITNESS WHEREOF, Xxxxxxxx has caused this Note to be executed,
sealed and delivered as of the date first set forth above.
XXXXXXX PROPERTIES RESIDENTIAL,
L.P., a Georgia limited partnership
/s/ Xxxxx Xxxxx
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WITNESS By: XXXXXXX REALTY INVESTORS,
INC., a Georgia corporation,
its general partner
By: /s/ Xxxxxxx X. Xxxxxxx
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Title: Chief Financial Officer
[CORPORATE SEAL]
