Exhibit 1
GRID NOTE
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$10,685,000 New York, New York
November 7, 1997
FOR VALUE RECEIVED, LEHIGH TAX CREDIT PARTNERS 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 TEN
MILLION SIX HUNDRED EIGHTY FIVE THOUSAND DOLLARS ($10,685,000), 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 Loan
Agreement dated August 22, 1997 (as the same may be 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, National
Association (f/k/a The First National Bank of Boston) ("BKB"), Fleet National
Bank ("Fleet" and together with BKB, the "Banks") and BKB, 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 as
contemplated by the Debtor's Offer to Purchase of Beneficial Assignment
Certificates ("BACs") of Independence Tax Credit Plus X.X. XX, dated November
10, 1997 (as amended, the "Offer").
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 (as amended,
modified or supplemented from time to time, the "Pledge Agreement") between the
Debtor and the Payee and is a 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.
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 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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