Exhibit 10.10
PROMISSORY NOTE
$____________ December __, 1998
FOR VALUE RECEIVED, PRICE ENTERPRISES, INC., a Maryland corporation
("Borrower"), hereby promises to pay to the order of XXXXX FARGO BANK, NATIONAL
ASSOCIATION ("Lender") the principal sum of __________________ dollars
($_____________) or such lesser aggregate unpaid amount of all Advances made by
Lender under the Commitment pursuant to the Credit Agreement, together with
interest on the unpaid principal balance hereof at the rate (or rates)
determined in accordance with the Credit Agreement from the date such principal
is advanced until it is paid in full. It is contemplated that there will be
advances and payments under this Promissory Note from time to time, but no
advances or payments under this Promissory Note (including payment in full of
the unpaid balance of principal hereof prior to maturity) shall affect or impair
the validity or enforceability of this Promissory Note as to future advances
hereunder.
Reference is made to the Revolving Credit Agreement dated as of the
same date as this Promissory Note by and among Borrower, the Lenders named
therein, and Xxxxx Fargo Bank, National Association, as Agent (as amended,
supplemented or modified from time to time, the "Credit Agreement").
Capitalized terms defined in the Credit Agreement and not otherwise defined
in this Promissory Note are used in this Promissory Note with the meanings
given the terms in the Credit Agreement. This Promissory Note is one of the
Notes referred to in and governed by the Credit Agreement, which Credit
Agreement, among other things, contains provisions for the acceleration of
the maturity hereof and for the payment of certain additional sums to Lender
upon the happening of certain stated events.
The principal amount of this Promissory Note, if not sooner paid as
required pursuant to the Credit Agreement, will be due and payable, together
with all accrued and unpaid interest and other amounts due and unpaid under
the Credit Agreement, on the Maturity Date.
Interest on the Advances is payable in arrears on the first
Business Day of each month during the term of the
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Credit Agreement, commencing with the first Business Day of the first
calendar month to begin after the date of this Promissory Note. Interest
will be computed on the basis of the actual number of days elapsed in the
period during which interest accrues and a year of three hundred sixty (360)
days. The Credit Agreement provides for the payment by Borrower of various
other charges and fees, in addition to the interest charges described in the
Credit Agreement, as set forth more fully in the Credit Agreement.
All payments of any amount becoming due under this Promissory Note
shall be made in the manner provided in the Credit Agreement, in Dollars.
Upon and after the occurrence of an Event of Default, unless such
Event of Default is waived as provided in the Credit Agreement, this
Promissory Note may, at the option of Requisite Lenders and without demand,
notice or legal process of any kind, be declared by Agent, and in such case
immediately shall become, due and payable. Upon and after the occurrence of
certain Events of Default, this Promissory Note shall, as provided in the
Credit Agreement, without any action by Lenders and without demand, notice or
legal process of any kind, automatically and immediately become due and
payable.
Demand for payment, presentment, protest, dishonor and notice of
nonpayment and protest, notice of intention to accelerate maturity, notice of
acceleration of maturity and notice of dishonor are hereby waived by Borrower.
This Promissory Note has been delivered and accepted at San Diego,
California. This Promissory Note shall be interpreted in accordance with,
and the rights and liabilities of the parties hereto shall be determined and
governed by, the laws of the State of California.
In no contingency or event whatsoever shall interest charged in
respect of the Advances evidenced hereby, however such interest may be
characterized or computed, exceed the highest rate permissible under any law
that a court of competent jurisdiction shall, in a final determination, deem
applicable hereto. If such a court determines that Xxxxxx has received
interest hereunder in excess of the highest rate applicable hereto, Lender
shall,
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at Xxxxxx's election, either (a) promptly refund such excess interest to
Borrower or (b) credit such excess to the principal balance of the outstanding
Advances held by that Xxxxxx. This provision shall control over every other
provision of all agreements between Borrower and Lender.
Whenever possible each provision of this Promissory Note shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Promissory Note shall be prohibited by or invalid
under applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Promissory Note.
PRICE ENTERPRISES, INC.,
a Maryland corporation
By /s/ Xxxx XxXxxxx
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Xxxx XxXxxxx
Its President and Chief
Executive Officer
By /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
Its Executive Vice President
and Chief Financial Officer
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Schedule of Promissory Notes Signed
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Lender Date Signed Amount
------ ----------- ------
Bank One, Arizona, NA December 28, 1998 $25,000,000
AmSouth Bank December 28, 1998 25,000,000
Xxxxx Fargo Bank, December 3, 1998 50,000,000
National Association
ALL LENDERS $100,000,000
