Installment Note Dated 6/29/1999

Exhibit 10.1


American National Bank
and Trust Company of
Chicago


[LOGO]


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INSTALLMENT NOTE (SECURED) ================================================================================


$2,240,000.00 Chicago, Illinois June 29, 1999
Due: May 31, 2004


FOR VALUE RECEIVED, the undersigned (jointly and severally if more than one) ("Borrower"), promises to pay to the order of AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO ("Bank"), at its principal place of business in Chicago, Illinois or such other place as Bank may designate from time to time hereafter, the principal sum of Two Million Two Hundred Forty Thousand and No/100 Dollars, which sum shall be due on May 31, 2004, and shall be payable in successive installments as follows: (a) monthly installments of interest only until (i) such time as the second draw has been funded or (ii) November 15, 1999, whichever is sooner to occur; THEN (b) fixed and level monthly installments of principal and interest in an aggregate amount computed on a 20- year amortization schedule; THEN (c) at such time as the third and final draw has been funded, fixed and level monthly installments of principal and interest in an aggregate amount computed on the then outstanding principal balance based on a 20-year amortization schedule, with the final installment due and payable on May 31, 2004 and equal to the balance of all amounts remaining due hereunder. The first installment shall be due on the last day of July, 1999, and successive installments shall be paid on the same day of each month, thereafter until paid.


Borrower's obligations and liabilities to Bank under this Note, and all other obligations and liabilities of Borrower to Bank (including without limitation all debts, claims and indebtedness) whether primary, secondary, direct, contingent, fixed or otherwise, including those evidenced in rate hedging agreements designed to protect the Borrower from the fluctuation of interest rates, heretofore, now and/or from time to time hereafter owing, due or payable, however evidenced, created, incurred, acquired or owing and however arising, whether under this Note, any agreement, instrument or document heretofore, now or from time to time hereafter executed and delivered to Bank by or on behalf of Borrower, or by oral agreement or operation of law or otherwise shall be defined and referred to herein as "Borrower's Liabilities".


Borrower may receive incremental sums from Bank, which in the aggregate shall not exceed Two Million Two Hundred Forty Thousand and No/100 Dollars ($2,240,000.00). The receipt of these incremental sums shall not convert this term loan into a revolving line of credit. Before or at such time as any extension of an incremental sum under this Note is funded, the Borrower agrees to execute and deliver to Bank any and all instruments or documents which the Bank may reasonably require to give effect to a first mortgage lien on property located at Units 2, 3 and 4 in Gibraltar Lofts--420 West Huron Condominium, 420 West Huron Street, Chicago, Illinois 60610 at such time as such units are acquired.


The unpaid principal balance of Borrower's Liabilities due hereunder shall bear interest from the date of disbursement until paid, computed at a daily rate equal to the daily rate equivalent of 8.5% per annum (computed on the basis of a 360-day year and actual days elapsed); provided, however, that in the event that
-------- ------- any of Borrower's Liabilities are not paid when due, the unpaid amount of Borrower's Liabilities shall bear interest after the due date until paid at a rate equal to the sum of the rate that would otherwise be in effect plus 3%.


Borrower warrants and represents to Bank that Borrower shall use the proceeds represented by this Note solely for proper business purposes and consistently with all applicable laws and statutes.


To secure the prompt payment to Bank of Borrower's Liabilities and the prompt, full and faithful performance by Borrower of all of the provisions to be kept, observed or performed by Borrower under this Note and/or any other agreement, instrument or document heretofore, now and/or from time to time hereafter delivered by or on behalf of Borrower to Bank, Borrower grants to Bank a security interest in and to the following property: (a) all of Borrower's now existing and/or owned and hereafter arising or acquired monies, reserves, deposits, deposit accounts and interest


or dividends thereon, securities, cash, cash equivalents and other property now or at any time or times hereafter in the possession or under the control of Bank or its bailee for any purpose; (b) (i) Mortgage and Assignment of Rents and Leases of even date herewith, as modified from time to time, made by Borrower on property located at Unit 1 in Gibraltar Lofts--420 West Huron Condominium, 420 West Huron Street, Chicago, Illinois 60610; (ii) a first mortgage lien on property located at Units 2, 3 and 4 in Gibraltar Lofts--420 West Huron Condominium, 420 West Huron Street, Chicago, Illinois 60610 at such time as such units are acquired; and (iii) all business assets of Borrower, pursuant to Security Agreement (General) of even date herewith, as amended from time to time, by and between Borrower and Bank; and (c) all substitutions, renewals, improvements, accessions or additions thereto, replacements, offspring, rents, issues, profits, ret ...