Exhibit 10.15
AMENDED, RESTATED AND CONSOLIDATED
SECURED PROMISSORY NOTE
754150
THIS AMENDED, RESTATED AND CONSOLIDATED SECURED PROMISSORY NOTE is made,
this 10th day of February, 2006, by and between ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, LLC, a
Virginia limited liability company ("Borrower"), and PRINCIPAL LIFE INSURANCE
COMPANY, an Iowa corporation (as "Lender").
RECITALS:
A. 1025 Vermont Investors, L.L.C., a Delaware limited liability company
("Original Borrower"), is the maker of that certain Secured Promissory Note
dated December 20, 2004 (the "Existing Note"), payable to the order of Lender in
the original principal amount of $19,000,000.00. The Existing Note has an
outstanding principal balance as of the date hereof equal to $19,000,000.00.
B. The Existing Note is secured by that certain Deed of Trust, Security
Agreement and Assignment of Rents dated December 20, 2004 (the "Existing Deed of
Trust"), from Original Borrower to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇,
▇▇., Trustees, for the benefit of Lender, recorded among the Land Records of the
District of Columbia as Document No. 2004172598.
C. By that certain Consent to Transfer and Assumption and Loan Modification
dated January 12, 2006, by and among Original Borrower, Borrower and Lender, and
recorded January 17, 2006, among the Land Records of the District of Columbia as
Document No. ▇▇▇▇▇▇▇▇▇▇, Borrower assumed the obligations of Original Borrower
under the Existing Note.
D. Borrower has executed that certain Purchase Money Note of even date
herewith payable to the order of Lender in the principal amount of $3,500,000.00
(the "Purchase Money Note").
E. Lender and Borrower have agreed to consolidate the Existing Note and the
Purchase Money Note into a single indebtedness in the original aggregate
principal amount of $22,500,000.00 and to modify and restate said indebtedness
as more particularly set forth below.
NOW THEREFORE, Borrower and Lender hereby agree as follows:
I. FOR VALUE RECEIVED, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY
ACKNOWLEDGED, THE TERMS AND PROVISIONS OF (I) THE ANNEXED SECURED PROMISSORY
NOTE DATED DECEMBER 20, 2004, IN THE ORIGINAL PRINCIPAL AMOUNT OF
$19,000,000.00, WITH AN OUTSTANDING PRINCIPAL BALANCE AS OF THE DATE HEREOF OF
$19,000,000.00, AND (II) THE ANNEXED PURCHASE MONEY NOTE OF EVEN DATE HEREWITH
IN THE ORIGINAL PRINCIPAL AMOUNT OF $3,500,000.00 (COLLECTIVELY THE "ANNEXED
NOTES"), ARE HEREBY CONSOLIDATED INTO A SINGLE INDEBTEDNESS IN THE ORIGINAL
PRINCIPAL AMOUNT OF TWENTY-TWO MILLION FIVE HUNDRED THOUSAND AND NO\100 DOLLARS
($22,500,000.00) AND ARE HEREBY AMENDED AND RESTATED IN THEIR ENTIRETY AS
HEREINAFTER SET FORTH, EFFECTIVE AS OF THE 10TH DAY OF FEBRUARY, 2006:
SECURED PROMISSORY NOTE
754150
$22,500,000.00 February 10, 2006
1. FOR VALUE RECEIVED, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, LLC, a Virginia limited
liability company, as "Borrower" ("Borrower" to be construed as "Borrowers"
if the context so requires), hereby promises to pay to the order of
PRINCIPAL LIFE INSURANCE COMPANY, an Iowa corporation (as "Lender"), having
a principal place of business and post office address at c/o Principal Real
Estate Investors, LLC, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, or at
such other place as Lender may designate, the principal sum of Twenty-two
Million Five Hundred Thousand and 00/100 Dollars ($22,500,000.00) (the
"Loan Amount") or so much thereof as shall from time to time have been
advanced, together with interest calculated as follows:
(a) Interest on $19,000,000.00 (representing the unpaid balance of the
Existing Note) from February 1 through February 28, 2006, at the rate of
four and ninety-one one-hundredths percent (4.91%) per annum, which
interest shall be calculated by a daily rate based on the foregoing annual
interest rate and a 360-day year and shall be due and payable on the
Closing Date (as hereinafter defined).
(b) Interest on $3,500,000.00 (representing the unpaid balance of the
Purchase Money Note) from February 10, 2006 (the "Closing Date") through
February 28, 2006, at the rate of six and twenty-one one-hundredths percent
(6.21%) per annum, which interest shall be calculated by a daily rate based
on the foregoing annual interest rate and a 360-day year and shall be due
and payable on the Closing Date.
(c) Beginning on April 1, 2006, interest shall be computed on the
total unpaid principal balance of this Note, at the rate of five and eleven
one-hundredths percent (5.11%) per annum, on the basis of a 360-day year
composed of twelve 30-day months. Beginning on April 1, 2006, interest
shall be due and payable in installments of Ninety-five Thousand Eight
Hundred Twelve and 50/100 Dollars ($95,812.50), with an installment in a
like amount due and payable on the same day of each month thereafter
continuing to and including January 1, 2008. Beginning on February 1, 2008,
principal and interest shall be due and payable in installments of One
Hundred Twenty-two Thousand Three Hundred One and 99/100 Dollars
($122,301.99), with an installment in a like amount due and payable on the
same day of each month thereafter until said principal and interest are
fully paid, except that all remaining principal, interest to and including
the date of payment and other Indebtedness shall be due and payable on
January 1, 2010 (the "Maturity Date"), or such earlier date resulting from
the acceleration of the Indebtedness by Lender. Each installment shall be
credited first upon interest then accrued and the remainder upon principal.
All principal and interest shall be paid in lawful money of the United
States of America by automated clearing house transfer through such bank or
financial institution as shall be approved in writing by Lender, shall be
made to an account designated by Lender, and shall be initiated by Lender
or shall be made in such
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other manner as Lender may direct from time to time. Any other monthly
deposits or payments Borrower is required to make to Lender under the terms
of the Loan Documents (as hereinafter defined) shall be made by the same
payment method and on the same date as the installments of principal and
interest due under this Secured Promissory Note (the "Note").
2. No privilege is reserved by Borrower to prepay any principal of this
Note prior to the Maturity Date, except privilege is reserved, after giving
thirty (30) days' prior written notice to Lender, to prepay in full, but
not in part, all principal and interest to and including the date on which
payment is made, along with all sums, amounts, advances, or charges due
under any instrument or agreement by which this Note is secured, upon the
payment of a "Make Whole Premium." The Make Whole Premium shall be the
greater of one percent (1%) of the principal amount to be prepaid or a
premium calculated as provided in subparagraphs (a) through (c) below:
(a) Determine the "Reinvestment Yield." The Reinvestment Yield will
be equal to the yield on the * U.S. Treasury Issue ("Primary
Issue") published one week prior to the date of prepayment and
converted to an equivalent monthly compounded nominal yield plus
50 basis points. In the event there is no market activity
involving the Primary Issue at the time of prepayment, Lender
shall choose a comparable Treasury Bond, Note or ▇▇▇▇ ("Secondary
Issue") which Lender reasonably deems to be similar to the
Primary Issue's characteristics (i.e., rate, remaining time to
maturity, yield).
* At this time there is not a U.S. Treasury Issue for this
prepayment period. At the time of prepayment, Lender shall
select in its sole and absolute discretion a U.S. Treasury
Issue with similar remaining time to maturity as this Note.
(b) Calculate the "Present Value of the Loan." The Present Value of
the Loan is the present value of the payments to be made in
accordance with this Note (all installment payments and any
remaining payment due on the Maturity Date) discounted at the
Reinvestment Yield for the number of months remaining from the
date of prepayment to the Maturity Date.
(c) Subtract the amount of the prepaid proceeds from the Present
Value of the Loan as of the date of prepayment. Any resulting
positive differential shall be the premium.
Notwithstanding the above, partial prepayments will be permitted pursuant
to the terms of paragraph 2 of the Property Reserves Agreement, and in the
event of a partial prepayment, the Present Value of the Loan shall be
calculated in accordance with (b) above multiplied by the fraction which
results from dividing the amount of the prepaid proceeds by the principal
balance immediately prior to prepayment. All prepayments shall be made on a
regular installment date and shall be first applied to any payments in
inverse order due and shall not defer the due date of any payments.
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If Borrower has otherwise fully complied with the preceding paragraphs,
then, during the last 90 days prior to the Maturity Date, provided no Event
of Default exists, no Make Whole Premium shall be payable.
3. Borrower agrees that if Lender accelerates the whole or any part of the
principal sum evidenced hereby after the occurrence of an Event of Default,
or applies any proceeds pursuant to the provisions of the Loan Documents,
Borrower waives any right to prepay said principal sum in whole or in part
without premium and agrees to pay, as yield maintenance protection and not
as a penalty, the Make Whole Premium.
Notwithstanding the above, in the event any proceeds from a casualty or
Taking of the Premises are applied to reduce the principal balance hereof,
such reduction shall be made without a Make Whole Premium, provided no
Event of Default then exists under the Loan Documents.
4. If any payment of principal, interest, or other Indebtedness is not made
when due, damages will be incurred by Lender, including additional expense
in handling overdue payments, the amount of which is difficult and
impractical to ascertain. Borrower therefor agrees to pay, upon demand, the
sum of four cents ($.04) for each one dollar ($1.00) of each said payment
which becomes overdue ("Late Charge") as a reasonable estimate of the
amount of said damages, subject, however, to the limitations contained in
paragraph 6 hereof.
Notwithstanding anything hereinabove to the contrary, the Late Charge
assessed on any amount due on the Maturity Date but not then paid, whether
or not by acceleration, shall not be four cents for each one dollar as
described above, but shall instead be a sum equal to the interest which
would have accrued on the principal balance then outstanding from the date
the payment is made to the end of the month in which the Maturity Date
occurs. Such Late Charge shall be in addition to interest otherwise
accruing under this Note.
5. If any Event of Default has occurred and is continuing under the Loan
Documents, the entire principal balance of the Loan, interest then accrued,
and Make Whole Premium, and all other Indebtedness whether or not otherwise
then due, shall at the option of Lender, become immediately due and payable
without demand or notice, and whether or not Lender has exercised said
option, interest shall accrue on the entire principal balance, interest
then accrued, Make Whole Premium and any other Indebtedness then due, at a
rate equal to the Default Rate until fully paid.
6. Notwithstanding anything herein or in any of the other Loan Documents to
the contrary, no provision contained herein or therein which purports to
obligate Borrower to pay any amount of interest or any fees, costs or
expenses which are in excess of the maximum permitted by applicable law,
shall be effective to the extent it calls for the payment of any interest
or other amount in excess of such maximum. All agreements between Borrower
and Lender, whether now existing or hereafter arising and whether written
or oral, are hereby limited so that in no contingency, whether by reason of
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demand for payment or acceleration of the maturity hereof or otherwise,
shall the interest contracted for, charged or received by Lender exceed the
maximum amount permissible under applicable law. If, from any circumstance
whatsoever, interest would otherwise be payable to Lender in excess of the
maximum lawful amount, the interest payable to Lender shall be reduced to
the maximum amount permitted under applicable law; and if from any
circumstance Lender shall ever receive anything of value deemed interest by
applicable law in excess of the maximum lawful amount, an amount equal to
any excessive interest shall, at the option of Lender, be refunded to
Borrower or be applied to the reduction of the principal hereof, without a
Make Whole Premium and not to the payment of interest or, if such excessive
interest exceeds the unpaid balance of principal hereof such excess shall
be refunded to Borrower. This paragraph shall control all agreements
between Borrower and Lender.
7. Borrower and any endorsers or guarantors waive presentment, protest and
demand, notice of protest, demand and dishonor and nonpayment, and agree
the Maturity Date of this Note or any installment may be extended without
affecting any liability hereunder, and further promise to pay all
reasonable costs and expenses, including but not limited to, reasonable
attorney's fees incurred by Lender in connection with any default or in any
proceeding to interpret and/or enforce any provision of the Loan Documents.
No release of Borrower from liability hereunder shall release any other
maker, endorser or guarantor hereof.
8. This Note is secured by the Loan Documents creating among other things
legal and valid encumbrances on and an assignment of all of Borrower's
interest in any Leases of the Premises located in the District of Columbia.
Capitalized terms used herein and not otherwise defined shall have those
meanings given to them in the Mortgage (as hereinafter defined) or any of
the other instruments or documents evidencing, securing or governing the
loan evidenced by this Note (collectively, the "Loan Documents"). In no
event shall such documents be construed inconsistently with the terms of
this Note, and in the event of any discrepancy between any such documents
and this Note, the terms hereof shall govern. The proceeds of this Note are
to be used for business, commercial, investment or other similar purposes,
and no portion thereof will be used for any personal, family or household
use. This Note shall be governed by and construed in accordance with the
laws of the State where the Premises is located, without regard to its
conflict of law principles.
9. Notwithstanding any provision to the contrary in this Note or the Loan
Documents and except as otherwise provided for below, the liability of
Borrower under the Loan Documents shall be limited to the interest of
Borrower in the Premises and the Rents. In the event of foreclosure of the
liens evidenced by the Loan Documents, no judgment for any deficiency upon
the Indebtedness evidenced by the Loan Documents shall be sought or
obtained by Lender against Borrower. Nothing herein shall in any manner
limit or impair (i) the lien or enforcement of the Loan Documents pursuant
to the terms thereof or (ii) the obligations of any indemnitor or
guarantor, if any.
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Notwithstanding any provision hereinabove to the contrary, Borrower
shall be personally liable to Lender for:
(a) any loss or damage to Lender arising from (i) the sale or
forfeiture of the Premises resulting from Borrower's failure to pay any of
the taxes, assessments or charges specified in the Loan Documents or (ii)
Borrower's failure to insure the Premises in compliance with the provisions
of the Loan Documents, only to the extent that Lender or its Agents have
not collected funds in an escrow as a reserve for payment of taxes and
assessments and insurance;
(b) any event or circumstance for which Borrower indemnifies Lender
under the Environmental Indemnity;
(c) nonpayment of taxes, assessments, insurance premiums and utilities
for the Premises and any penalty or late charge associated with nonpayment
thereof, only to the extent that Lender or its Agents have not collected
funds in an escrow as a reserve for payment of taxes and assessments and
insurance;
(d) material failure to manage, operate, and maintain the Premises in
a commercially reasonable manner for similar property types in the
surrounding geographic area;
(e) any sums expended by Lender in fulfilling the obligations of
Borrower as lessor under any Lease of the Premises prior to a sale of the
Premises pursuant to foreclosure or power of sale, a bona fide sale
(permitted by the terms of paragraph 2(f) of the Mortgage (it being agreed
that "Mortgage" as used herein shall be construed to mean "mortgage" or
"deed of trust" or "trust deed" as the context so requires) or consented to
in writing by Lender) to an unrelated third party or upon conveyance to
Lender of the Premises by a deed acceptable to Lender in form and content
(each of which shall be referred to as a "Sale" for purposes of this
paragraph) or expended by Lender after a Sale of the Premises for
obligations of Borrower which arose prior to a Sale of the Premises;
Borrower's personal liability for items specified in (c), (d) and (e)
above shall be limited to the amount of rents, issues, proceeds and profits
from the Premises ("Rents and Profits") received by Borrower for the
twenty-four (24) months preceding an Event of Default and thereafter; but
less any such Rents and Profits applied to (A) payment of principal,
interest and other charges when due under the Loan Documents, or (B)
payment of expenses for the operation, maintenance, taxes, assessments,
utility charges and insurance of the Premises including sufficient reserves
for the same or replacements or renewals thereof ("Operation Expense(s)")
provided that (x) Borrower has furnished Lender with evidence reasonably
satisfactory to Lender of the Operation Expenses and payment thereof, and
(y) any payments to parties related to Borrower shall be considered an
Operation Expense only to the extent that the amount expended for the
Operation Expense does not exceed the then current market rate for such
Operation Expense.
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(f) any rents or other income regardless of type or source of payment
or other considerations in lieu thereof (including, but not limited to,
common area maintenance charges, lease termination payments, refunds of any
type, prepayment of rents, settlements of litigation, or settlements of
past due rents) from the Premises which Borrower has received or will
receive after an Event of Default under the Loan Documents which are not
applied to (A) payment of principal, interest and other charges when due
under the Loan Documents or (B) payment of Operation Expenses provided that
(x) Borrower has furnished Lender with evidence reasonably satisfactory to
Lender of the Operation Expenses and payment thereof, and (y) any payments
to parties related to Borrower shall be considered an Operation Expense
only to the extent that the amount expended for the Operation Expense does
not exceed the then current market rate for such Operation Expense;
(g) any security deposits of tenants not otherwise applied in
accordance with the terms of the Lease(s), together with any interest on
such security deposits required by law or the leases, not turned over to
Lender upon conveyance of the Premises to Lender pursuant to foreclosure or
power of sale or by a deed acceptable to Lender in form and content;
(h) misapplication or misappropriation of tax reserve accounts, tenant
improvement reserve accounts, security deposits, prepaid rents or other
similar sums paid to or held by Borrower or any other entity or person in
connection with the operation of the Premises;
(i) any insurance or condemnation proceeds or other similar funds or
payments applied by Borrower in a manner other than as expressly provided
in the Loan Documents; and
(j) any loss or damage to Lender arising from any fraud or willful
misrepresentation by or on behalf of Borrower, Interest Owner or any
guarantor regarding the Premises, the making or delivery of any of the Loan
Documents or in any materials or information provided by or on behalf of
Borrower, Interest Owner or guarantor, if any, in connection with the
Loan.
Notwithstanding anything contained in paragraphs 9(a)(i) and 9(c)
hereinabove as it relates solely to taxes, assessments and insurance
premiums, to the extent Lender is impounding for taxes, assessments and
insurance premiums in accordance with the Loan Documents and Borrower has
fully complied with all terms and conditions of the Loan Documents relating
to impounding for the same, then Borrower shall not be personally liable
for Lender's failure to apply any of said impound amounts held by Lender in
accordance with the Loan Documents.
Notwithstanding anything to the contrary in the Loan Documents, the
limitation on liability contained in the first paragraph of this paragraph
9 SHALL BECOME NULL AND VOID and shall be of no further force and effect in
the event:
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(w) of any breach or violation of paragraph 2(f) (due on sale or
encumbrance) of the Mortgage, other than (i) the filing of a nonmaterial
mechanic's lien affecting the Premises or a mechanic's lien affecting the
Premises for which Borrower has complied with the provisions of paragraph
1(e) of the Mortgage, or (ii) the granting of any utility or other
nonmaterial easement or servitude burdening the Premises, or (iii) any
transfer or encumbrance of a nonmaterial economic interest in the Premises
not otherwise set forth in (i) or (ii);
(x) of any filing by Borrower of a petition in bankruptcy or
insolvency or a petition or answer seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under
the Bankruptcy laws of the United States or under any other applicable
federal, state or other statute or law.
10. If more than one, all obligations and agreements of Borrower are joint
and several.
Notwithstanding any term or provision contained herein to the contrary, no
personal liability shall under any circumstances be assumed by nor shall at
any time any liability be asserted or enforceable against any manager or
member of the undersigned (nor of the directors, agents, employees,
officers, shareholders, members, partners or principals of such partners),
on account of the Loan or any of the Loan Documents or on account of any of
the above-referenced carve-outs or on account of any warranty, indemnity,
representation, covenant, undertaking or agreement of the undersigned or
any other party therein contained, either express or implied, including,
without limitation, for the payment of any of the principal, interest, late
charges, fees or other charges or other amounts due in connection with the
Loan or the Loan Documents or for any deficiency judgment which the holder
hereof may obtain after foreclosure under the mortgage, all such personal
liability, if any, being herein expressly waived and released.
11. This Note may not be changed or terminated orally, but only by an
agreement in writing and signed by the party against whom enforcement of
any waiver, change, modification or discharge is sought. All of the rights,
privileges and obligations hereunder shall inure to the benefit of the
heirs, successors and assigns of Lender and shall bind the heirs and
permitted successors and assigns of Borrower.
12. If any provision of this Note shall, for any reason, be held to be
invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provision hereof, but this Note shall be construed as if
such invalid or unenforceable provision had never been contained herein.
13. This Note may be executed in counterparts, each of which shall be
deemed an original; and such counterparts when taken together shall
constitute but one agreement.
II. THE EXISTING NOTE AND THE PURCHASE MONEY NOTE, AS AMENDED, CONSOLIDATED
AND RESTATED BY THIS AMENDED, RESTATED AND CONSOLIDATED SECURED PROMISSORY NOTE,
ARE SECURED INTER ALIA, BY THE FOLLOWING SECURITY INSTRUMENTS: (I) THE EXISTING
DEED OF TRUST, AND (II) THAT CERTAIN PURCHASE MONEY DEED OF TRUST, SECURITY
AGREEMENT AND ASSIGNMENT OF RENTS OF EVEN DATE HEREWITH (THE "PURCHASE MONEY
DEED OF TRUST") TO BE RECORDED
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FORTHWITH AMONG THE AFORESAID LAND RECORDS. THE EXISTING DEED OF TRUST AND THE
PURCHASE MONEY DEED OF TRUST ARE AMENDED, CONSOLIDATED AND RESTATED BY THAT
CERTAIN MODIFICATION AND CONSOLIDATION AGREEMENT AND RESTATEMENT OF DEEDS OF
TRUST, SECURITY AGREEMENTS AND ASSIGNMENTS OF RENTS OF EVEN DATE HEREWITH
CONVEYING TO ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ AND ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇., TRUSTEES, CERTAIN
REAL PROPERTY SITUATED IN THE DISTRICT OF COLUMBIA.
III. BORROWER HEREBY ACKNOWLEDGES THAT AS OF THE DATE HEREOF THE EXISTING
NOTE AND THE PURCHASE MONEY NOTE, AS AMENDED, CONSOLIDATED AND RESTATED HEREBY,
ARE IN FULL FORCE AND EFFECT AND BINDING IN ACCORDANCE WITH THEIR RESPECTIVE
TERMS, THAT THE BORROWER IS INDEBTED TO LENDER IN THE AGGREGATE PRINCIPAL AMOUNT
OF TWENTY-TWO MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($22,500,000.00)
BEING THE AMOUNT ADVANCED HEREUNDER AS OF THE DATE HEREOF, THAT INTEREST HAS
BEEN PAID TO THE DATE HEREOF, THAT TWENTY-TWO MILLION FIVE HUNDRED THOUSAND AND
NO/100 DOLLARS ($22,500,000.00), WITH INTEREST AS PROVIDED IN THE EXISTING NOTE
AND THE PURCHASE MONEY NOTE, AS HEREBY CONSOLIDATED, AMENDED AND RESTATED, IS
DUE AND PAYABLE WITHOUT OFFSET, AND THAT THERE EXISTS NO DEFENSE TO THE PAYMENT
OF THE INDEBTEDNESS REPRESENTED BY THE EXISTING NOTE AND THE PURCHASE MONEY
NOTE, AS HEREBY CONSOLIDATED, AMENDED AND RESTATED.
IV. THIS AMENDED, RESTATED AND CONSOLIDATED SECURED PROMISSORY NOTE IS
EXECUTED BY THE UNDERSIGNED AS OF THE DATE HEREOF TO AFFIRM THAT THE BORROWER
AND THE LENDER AGREE TO THE TERMS HEREOF, WHICH TERMS, COVENANTS AND CONDITIONS
SHALL INURE TO THE BENEFIT OF LENDER AND SHALL BE BINDING UPON BORROWER AND
THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
V. THIS AMENDED, RESTATED AND CONSOLIDATED SECURED PROMISSORY NOTE MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN
ORIGINAL, BUT ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME
INSTRUMENT.
[SIGNATURES COMMENCE ON NEXT PAGE]
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IN WITNESS WHEREOF, this Amended and Restated Secured Promissory Note has
been duly executed and delivered by the Borrower and approved by Lender as of
the 10th day of February, 2006.
BORROWER:
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, LLC, a Virginia
limited liability company
By: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ SPE, INC, a
Virginia corporation, its Manager
By: /s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇, III
------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇, III, President
This is to certify that this is the Amended, Restated and Consolidated
Secured Promissory Note described in that certain Modification and Consolidation
Agreement and Restatement of Deeds of Trust, Security Agreements and Assignments
of Rents dated of even date herewith among ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, LLC, the
trustees named therein and Principal Life Insurance Company encumbering the
property described thereby.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------------
Notary Public
My Commission Expires: 12-14-2008
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APPROVED:
LENDER:
PRINCIPAL LIFE INSURANCE COMPANY,
An Iowa corporation
By: PRINCIPAL REAL ESTATE INVESTORS, LLC,
a Delaware limited liability company,
its authorized signatory
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------
Print Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Closing Consultant
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director-Closing
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