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EXHIBIT 10.17
SUPPLEMENTARY FINANCING LOAN NOTE
$10,000,000 September 30, 1999
FOR VALUE RECEIVED, the undersigned, THIRD PARTY INVESTORS I, LLC, a
Delaware limited liability company ("Borrower"), promises to pay to the order of
Alterra Healthcare Corporation, a Delaware corporation ("Lender") and, together
with any holder hereof ("Holder"), at 000 X. Xxxxxxxxxx Xx., Xxxxx 000,
Xxxxxxxxxx, Xxxxxxxxx 00000 (or at such other place as the Holder may designate
in writing to Borrower), the principal amount of TEN MILLION AND NO/100 DOLLARS
($10,000,000),or, if less, the unpaid aggregate principal amount of all loans
made from time to time hereunder, plus interest as hereinafter provided.
All capitalized terms used herein shall have the meanings ascribed to
such terms in that certain Supplementary Financing Loan Agreement dated as of
September 30, 1999 by and between Borrower and Lender (the "Loan Agreement"),
except to the extent that such capitalized terms are otherwise defined or
limited herein.
The aggregate Loan Amount of the Loans relating to each Project made
pursuant to the Loan Agreement, together with accrued and unpaid interest
thereon, shall be paid in full on the maturity date of the Key Loan for such
Project.
Borrower may repay all or any portion of the principal amount of this
Note in full or in part at any time prior to the date payments of principal are
due, without premium or penalty, in the manner set forth in the Loan Agreement.
The principal amount of outstanding Loans shall bear interest during
the period from and including the date of funding of such Loans to (but not
including) the date the principal amount thereof is paid in full, at the rate of
11% per annum rate. Accrued interest on Loans shall be payable as provided in
the Loan Agreement.
Interest shall be calculated on the basis of the 360/365 method, which
computes a daily amount of interest for a hypothetical year of 360 days, then
multiplies such amount by the actual number of days elapsed in an interest
calculation period. All past due amounts of principal of, and to the extent
permitted by applicable law, unpaid interest on, this Note from time to time
outstanding, shall bear interest at a rate equal to the then Applicable Rate
plus two percent (2%).
In no event shall the amount of interest due or payable hereunder
exceed the maximum rate of interest allowed by applicable law, and in the event
any such payment is inadvertently paid by the undersigned or inadvertently
received by Xxxxxx, then such excess sum shall be
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credited as a payment of principal, unless the undersigned shall notify Holder,
in writing that the undersigned elects to have such excess sum returned to it
forthwith. It is the express intent hereof that the undersigned not pay and that
Holder not receive, directly or indirectly, in any manner whatsoever, interest
in excess of that which may be lawfully paid by the undersigned under applicable
law.
This Note is entitled to the benefits of the Loan Agreement, which
contains provisions with respect to the acceleration of the maturity of this
Note upon the happening of certain stated events, and provisions for prepayment.
Should an Event of Default occur under the Loan Agreement, then, at any
time thereafter, Holder shall have the right and option, in its sole discretion,
to exercise any and all of the remedies provided and available to it under the
Loan Agreement.
All parties now or hereafter liable with respect to this Note, whether
the Borrower, any guarantor, endorser or any other Person, hereby expressly
waive presentation, demand of payment, protest, notice for demand of payment,
protest and notice of non-payment, or any other notice of any kind with respect
thereto.
No delay or failure on the part of Holder in the exercise of any right
or remedy hereunder, under the Loan Agreement or under the Equity Pledge
Agreement, or at law or in equity, shall operate as a waiver thereof, and no
single or partial exercise by the Holder of any right or remedy hereunder, under
the Loan Agreement, the Equity Pledge Agreement, or at law or in equity, shall
preclude or estop another or further exercise thereof or the exercise of any
other right or remedy.
Principal and interest on this Note shall be payable and paid in lawful
money of the United States of America.
Time is of the essence of this Note, and, in case this Note is
collected by law or through an attorney at law or under advice therefrom,
Xxxxxxxx agrees to pay all costs of collection, including reasonable attorneys'
fees.
Holder shall be under no duty to exercise any or all of the rights and
remedies given by this Note or the Loan Agreement or either of the Equity Pledge
Agreements and no party to this instrument shall be discharged from the
obligations or undertakings hereunder (a) should the Holder release or agree not
to sue any Person against whom the party has, to the knowledge of the Holder, a
right to recourse, or (b) should the Holder agree to suspend the right to
enforce this Note or the Holder's interest in any collateral pledged or any
guaranty given to secure this Note against such Person or other discharge such
Person.
The provisions of this Note shall be construed and interpreted, and all
rights and obligations of the parties hereunder determined, in accordance with
the laws of the State of Wisconsin.
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IN WITNESS WHEREOF, Xxxxxxxx has caused this Note to be executed, and
delivered in its name, by and through the undersigned, thereunto duly
authorized, as of the day and year first above written.
THIRD PARTY INVESTORS I, LLC,
a Delaware limited liability company
By: Twin Oaks Capital, LLC, a Delaware limited
liability company, Manager
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, President
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