Employment Stock and Option Plans  >  Director Stock Option Plans  >  Consumer Products (Non-Durables)  >  Agreement Preview
Agreement#: AG-622835
Pages: 13 pages
Format: MS Word, WordPerfect and other RTF formats are supported. MS Word Compatible
Price: $35.00
Click the "Add To Cart" button to download the full agreeement.
Add To Cart


See other similar agreements:

Secured Installment Note

Effective Date: 2008
Parties:

Healthcare Trust of America

Sectors: Real Estate
Governing Law:  California
Northmeadow Medical Center

SECURED INSTALLMENT NOTE

$8,000,000.00 November 20, 2007

FOR VALUE RECEIVED, the undersigned, NNN HEALTHCARE/OFFICE REIT NORTHMEADOW, LLC, a Georgia limited liability company having its chief executive office at 1551 N. Tustin Avenue, Suite 300, Santa Ana, CA 92705; Attn: Shannon Johnson (" Maker" ), promises to pay to the order of EQUITRUST LIFE INSURANCE COMPANY, an Iowa corporation or its assigns (" Holder" ) at its principal office located at 5400 University Avenue, West Des Moines, Iowa 50266, or at such other place as Holder may designate in writing, the principal sum of EIGHT MILLION AND NO/100 DOLLARS ($8,000,000.00) together with interest from the date advanced on the balance of the principal sum remaining from time to time unpaid at the rate of five and ninety-nine hundredths percent (5.99%) per annum (the " Base Interest Rate" ) subject, however, to the provisions of paragraphs F and O below. Interest only upon the principal amount outstanding and unpaid shall be computed at the aforesaid rate and shall be paid on the first day of the month following the date hereof or, at Holder' s option, on the date hereof. Thereafter, interest shall be computed as aforesaid and such principal and interest shall be payable in monthly installments of Fifty-One Thousand Four Hundred Ninety-Five and 22/100 Dollars ($51,495.22) the first of which shall be due and payable on the first day of January, 2008 (the " First Monthly Payment Date" ), and the succeeding installments of which shall be due and payable on the first day of each and every month thereafter, except that the entire unpaid balance of said principal and all accrued interest shall be due and payable in full on the first day of December, 2014 (the " Maturity Date" ). Maker acknowledges and agrees that on the Maturity Date the above stated principal and interest payments will not have fully amortized the entire principal sum payable hereunder and that the payment due on the Maturity Date will be a " balloon payment" that is and shall be larger in amount than those preceding such payment. All terms not otherwise defined herein shall have the same meanings as set forth in the Security Deed (as defined in paragraph C below). The following terms and provisions shall apply to this Note:

A. All interest referred to and payable pursuant to this Note shall be calculated on the basis of a three hundred sixty (360) day year consisting of twelve (12) thirty (30) day months. So long as no Event of Default (as defined in paragraph C below) occurs or exists all monthly payments on account of the indebtedness evidenced by this Note, or otherwise pursuant to this Note, shall be applied in the following order: (i) first to late charges; (ii) second to the repayment of monies as may be advanced by Holder under the Security Deed, defined below, with interest thereon, until such monies are fully repaid, (iii) third to the payment of any costs (including attorneys' fees) incurred by Holder in enforcing collection hereof; (iv) fourth to interest on the unpaid principal balance of this Note; and (v) fifth to the unpaid principal balance of this Note. In the event an Event of Default occurs or exists, Holder shall have the absolute right to apply any and all monthly payments received on account of the indebtedness evidenced by this Note, or any payments otherwise received pursuant to this Note, in any order that Holder deems appropriate, in its sole and absolute discretion.

B. Unless and until Maker is otherwise notified in writing by Holder, all monthly payments due on account of the indebtedness evidenced by this Note shall be made by electronic funds transfer debit transactions utilizing the Automated Clearing House (" ACH" ) network of the U.S. Federal Reserve System and shall be initiated by Holder from Maker' s account (as shall have been previously established by Maker and approved by Holder) at an ACH member bank (the " ACH Account" ) for settlement on the first day of each month as provided hereinabove; provided, however, that if the first day of any such month is a Saturday, Sunday or holiday, then settlement shall be made on the immediately following day which is not a Saturday, Sunday or holiday. Maker hereby authorizes Holder to electronically initiate the transfer of all monthly payments required on this Note by Automated Clearing House transfer of funds from the ACH member bank designated by Maker. Maker shall, prior to each payment due date, deposit and/or maintain sufficient funds in the ACH Account to cover all debit transactions initiated or to be initiated hereunder by or for Holder.

Concurrently with the delivery of this Note, Maker has executed and delivered written authorization to Holder to effect the foregoing and will from time to time execute and deliver further authorization to effect payment through Automated Clearing House transfer. Maker has delivered to Holder, concurrently with or prior to Maker' s execution and delivery of this Note, a voided blank check or a pre-printed deposit form for such ACH Account showing Maker' s ACH Account number with the ACH member bank and showing the ACH member bank routing number.

Notwithstanding the foregoing regarding the ACH member bank and the ACH network system, any failure, for any reason (other than Holder' s failure to timely initiate the transfer request), of the ACH network system or any electronic funds transfer debit transaction to be timely or fully completed shall not in any manner relieve Maker from its obligations to promptly, fully and timely pay and make all payments or installments provided for under this Note when due, and to comply with all other of Maker' s obligations under this Note or any other documents evidencing or securing the Note; or relieve Maker from any of its obligations to pay any late charges due or payable under the terms of this Note. Any failure of the ACH network system or of any electronic funds transfer debit transaction to timely or fully complete any payment due hereunder which is completely outside the control of Maker shall not cause Maker to be in default hereunder nor allow for the imposition of any late charges or default interest unless Maker does not cause such payment to be made within two (2) business days after being notified of such failure. Maker shall provide Holder with at least ten (10) days prior written notice of any change in the ACH information provided above and Maker shall not change ACH member banks without first obtaining Holder' s written approval.

C. This Note is secured by, among other things, that certain Deed to Secure Debt, Security Agreement and Financing Statement with Absolute Assignment of Rents and Leases (the " Security Deed" ) dated of even date herewith executed by Maker, as Mortgagor, and encumbering certain real and personal property and other rights and improvements, as more particularly described in the Security Deed (the " Deed Property" ). In the event Maker fails to pay any payment of principal or interest or both under this Note on the date the same is due, or if any other or further default occurs or exists under this Note, under the Security Deed, or under any other agreement, document or instrument executed, delivered or given to evidence or secure this Note or any sums advanced in connection herewith (the Security Deed, this Note and all other such agreements, documents, and instruments are herein collectively called the " Loan Documents" ), or upon the filing by Maker of any petition for bankruptcy, reorganization or arrangement pursuant to federal or state law, or the consent to or acquiescence in such filing by or with respect to Maker, the same shall constitute an event of default under this Note (an " Event of Default" ) and Holder may, without notice to Maker, accelerate the maturity of this Note; provided, however, in the event of the filing of any involuntary petition for bankruptcy, reorganization or arrangement pursuant to federal or state law with respect to Maker to which Maker does not consent to or acquiesce, Maker shall have a sixty (60) day period in which to cure such default and in the event Maker does not cure within said sixty (60) day period then Holder may, without notice to Maker, accelerate the maturity of this Note. Upon acceleration, the entire unpaid principal balance plus all accrued interest thereon, and any Prepayment Premium (defined below) and/or late charges provided for in this Note, in each case, to the extent applicable, shall, regardless of the Maturity Date specified hereinabove, at the option of Holder, be and become immediately due and payable, without any further notice or demand, such notice and demand being expressly waived, anything contained herein, in the Security Deed, in any other of the Loan Documents, or in any other instrument now or hereafter securing this Note to the contrary notwithstanding. Said option shall continue until all such defaults have been cured.

D. The principal of the indebtedness evidenced by this Note may not be prepaid in whole or in any part except as specifically provided in this paragraph.

(1) Maker agrees that Maker is absolutely and unconditionally prohibited from prepaying all or any portion of the principal of the indebtedness evidenced by this Note prior to the first day of the second Loan Year (as defined below). Thereafter, upon at least thirty (30) days prior written notice to Holder of the Maker' s intention to prepay this Note, and provided that Maker shall not be in default hereunder and no Event of Default has occurred and is continuing, and Maker shall not have caused or permitted to occur or exist an event which with the giving of notice or the passage of time (or both) would constitute, ripen into or result in a default under this Note or an Event of Default, Maker may prepay all (but not less than all) of the unpaid principal balance and all accrued interest of and on the indebtedness evidenced by this Note on any monthly installment payment due date (" Installment Date" ) or if such a payment is made at any time other than an Installment Date, Maker shall pay interest for the remainder of the entire month (eg, the period between the date of such prepayment and the day prior to the next Installment Date), provided that, subject to Section D(6) below, Maker shall also pay a prepayment premium (" Prepayment Premium" ) equal to the greater of: (a) one percent (1%) of the then outstanding principal balance of the indebtedness evidenced by this Note; or (b) the " Yield Maintenance Premium," which shall be defined as being equal to the present value, discounted at the yield of the 4.00% Treasury bond due November 15, 2012 (or similar issue if this issue is no longer traded), as reported in The Wall Street Journal on the fifth (5th) business day preceding the prepayment date for the number of months remaining between the prepayment date and December 1, 2012, of a series of payments equal in number to the number of months from the prepayment date to December 1, 2012 where the amount of each payment is equal to (i) the product obtained by multiplying the difference obtained by subtracting the yield to maturity on the above-stated Treasury bond or note from the Base Interest Rate of this Note (but not below zero), times the unpaid principal balance evidenced by this Note on the day of and immediately preceding prepayment, (ii) divided by twelve (representing 12 months).

(2) A " Loan Year" shall be a period of twelve consecutive months, the first of which shall commence on the due date of the first installment of principal and interest hereunder (and the first Loan Year also shall include the period from the date hereof until such date), and each succeeding Loan Year shall commence on the anniversary of such date.

(3) Once Maker notifies Holder of Maker' s intention to make any prepayment permitted under the foregoing provisions of this paragraph D, Maker agrees to and shall be required to make the prepayment in accordance with such provisions. Maker' s failure to do so shall constitute a default under this Note.

(4) The Prepayment Premium required to be paid hereunder is to compensate Holder, and its successors and assigns, for the loss of interest it would otherwise earn on the principal hereof if such principal were allowed to remain outstanding, and for the cost incurred in connection with reinvestment of principal so prepaid at an earlier date than the Maturity Date. Any prepayment specified in the notice of intention to prepay referred to above shall become due and payable at the time provided in said notice (provided that such notice shall be given in accordance with the terms of this Note). Notwithstanding anything to the contrary above, but subject to Section ...

*End of Preview*
Click the 'Add to Cart' button to download the complete and formatted agreement.

Agreement#: AG-622835
Pages: 13 pages
Format: MS Word MS Word Compatible
Price: $35.00
Add To Cart