Exhibit 2.02(c)
XXXXXXXXXX REALTY INVESTORS
Promissory Note
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$_____________________ November __, 1996
FOR VALUE RECEIVED, the undersigned, Xxxxxxxxxx Realty Investors, a
Texas real estate investment trust, hereby promises to pay to the order of
______________________________________________ (the "Bank") the principal sum
of _______________________________________________ DOLLARS ($______________)
or the aggregate principal amount of Advances made pursuant to the Credit
Agreement hereinafter mentioned and outstanding as of the maturity hereof,
whether by acceleration or otherwise, whichever may be the lesser, on or
before the Termination Date, together with interest on any and all amounts
remaining unpaid hereon from time to time from the date hereof until maturity,
payable as described in the Credit Agreement, and at maturity, in the manner
and at the rates per annum as set forth in the Amended and Restated Credit
Agreement dated as of even date herewith, between the undersigned, the Bank in
its own capacity and as Agent, and the other banks which are party thereto, as
amended from time to time (the "Credit Agreement"). Capitalized terms used but
not otherwise defined herein shall have the same respective meanings ascribed
to them as in the Credit Agreement.
If any payment of principal or interest on this Note shall become
due on a day which is not a Business Day, such payment shall be made on the
next succeeding business day, and such extension of time shall in such case be
considered in computing interest in connection with such payment.
Payments of both principal and interest are to be made in
immediately available funds at the office of the Agent, 000 Xxxx Xxxxxx,
Xxxxxxx, Xxxxx, or such other place as the holder shall designate in writing
to the maker.
If default is made in the payment of this Note and it is placed in
the hands of an attorney for collection, or collected through bankruptcy
proceedings, or if suit is brought on this Note, the maker agrees to pay
reasonable attorneys' fees in addition to all other amounts owing hereunder.
This Note is the Note provided for in, and is entitled to the
benefits of, the Credit Agreement, which, among other things, contains
provisions for acceleration of the maturity hereof upon the happening of
certain stated events, for prepayments of principal hereof prior to the
maturity hereof upon terms and conditions therein specified, for conversion of
the Revolving Credit Loan to a Term Loan on the Conversion Date and,
thereafter, for scheduled payments of principal of and interest on this Note
in the manner and at the times and under the terms and conditions of the
Credit Agreement, and to the effect that no provision of the Credit Agreement
or this Note shall require the payment or permit the collection of interest in
excess of the Highest Lawful Rate. It is contemplated that by reason of
prepayments hereon there may be times when no indebtedness is owing hereunder;
but notwithstanding such occurrences this Note shall remain valid and shall be
in full force and effect as to Advances made pursuant to the Credit Agreement
subsequent to each such occurrence.
Except as expressly provided in the Credit Agreement, the maker and
any and all endorsers, guarantors and sureties severally waive grace, notice
of intent to accelerate, notice of acceleration, demand, presentment for
payment, notice of dishonor or default, protest and notice of protest and
diligence in collecting and bringing of suit against any party hereto, and
agree to all renewals, extensions or partial payments hereon and to any
release or substitution of security herefor, in whole or in part, with or
without notice, before or after maturity.
With respect to the incurrence of certain liabilities hereunder and
the making of certain agreements by the Borrower as herein stated, such
incurrence of liabilities and such agreements shall be binding upon the
Borrower only as a trust formed under the Texas Real Estate Investment Trust
Act pursuant to that certain Restated Declaration of Trust dated March 23,
1988, and only upon the assets of such Borrower. No Trust Manager or officer
or other holder of any beneficial interest in the Borrower shall have any
personal liability for the payment of any indebtedness or other liabilities
incurred by the Borrower hereunder or for the performance of any agreements
made by the Borrower hereunder, nor for any other act, omission or obligation
incurred by the Borrower or by the Trust Managers except, in the case of a
Trust Manager, any liability arising from his own wilful misfeasance or
malfeasance or negligence.
XXXXXXXXXX REALTY INVESTORS
By: /S/ XXXXXX XXXXXXX XXXXXXXXX, XX.
Name: Xxxxxx Xxxxxxx Xxxxxxxxx, Xx.
Title: Executive Vice President
