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Exhibit 10.1
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DO NOT DESTROY THIS NOTE: When paid, this Note, with the Deed of Trust
securing same, must be surrendered to trustee under the Deed of Trust
for cancellation before reconveyance will be made.
NOTE SECURED BY DEED OF TRUST
INSTALLMENT - INTEREST (FIXED) INCLUDED
$2,000,000.00 Loan No. 65393
Account No. 645442
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
January 2, 2001
On March 1, 2016, DAILY JOURNAL CORPORATION, a South Carolina corporation
("Borrower") promises to pay in immediately available funds to the order of City
National Bank, a national banking association ("CNB"), at its office set forth
above, the principal sum of Two Million and 00/100ths Dollars ($2,000,000.00),
or so much thereof as may be outstanding, with interest thereon to be computed
from the date of its disbursement at a rate computed on a basis of a 360-day
year, actual days elapsed, equal to eight and two hundredths percent (8.02 %)
("Interest Rate").
The first payment under this Note shall be for accrued interest only and shall
be due on March 1, 2001, with principal and interest together payable in
installments of Nineteen Thousand Three Hundred Fifty-Six and 13/100ths Dollars
($19,356.13) each month commencing with the first day of April, 2001, and
continuing thereafter on the same day of each month until maturity, as above
stated, when all unpaid interest and principal shall be payable. The above
stated monthly payments of principal and interest will amortize the loan in
fifteen (15) years.
This Note is secured by a Deed of Trust, Assignment of Rents, Security Agreement
and Fixture Filing of even date herewith ("Deed of Trust') covering certain real
property, as therein described (the "Property"). It may also be secured by
other collateral. This Note and the Deed of Trust are two of several Loan
Documents, as defined and designated in a Supplemental Terms Letter
("Supplemental Terms Letter") of even date herewith between CNB and Borrower.
Some or all of the Loan Documents, including the Supplemental Terms Letter,
contain provisions for the acceleration of the maturity of this Note.
The occurrence of any of the following with respect to Borrower or any guarantor
of this Note or any general partner of Borrower or such guarantor, shall
constitute an "Event of Default" hereunder:
1. The failure to make any payment of principal or interest when due under
this Note and does not cure that failure within ten (10) days of Notice;
2. The filing of a petition by or against any of such parties under any
provisions of the Bankruptcy Code;
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3. The appointment of a receiver or an assignee for the benefit of creditors;
4. The commencement of dissolution or liquidation proceedings or the
disqualification of any such parties which is a corporation, partnership,
joint venture or any other type of entity;
5. The death or incapacity of any of such parties which is an individual;
6. The revocation of any guaranty, or any guaranty becomes unenforceable as to
any future advances under this Note;
7. Any financial statement provided by any of such parties to CNB is false or
misleading in any material respect;
8. Any sale or transfer of all or a substantial or material party of the
assets of any of such parties other than in the ordinary course of
business; or
9. Any violation, breach or default under any letter agreement, guaranty,
security agreement, deed of trust or any other contract or instrument
executed in connection with this Note or securing this Note.
Upon the occurrence of an Event of Default, CNB, at its option, may declare all
sums outstanding hereunder to be immediately due and payable without
presentment, demand, protest or notice of dishonor, all of which are hereby
expressly waived by Borrower. Xxxxxxxx agrees to pay all costs and expenses,
including reasonable attorneys' fees, expended or incurred by CNB (or allocable
to CNB's in-house counsel) in connection with the enforcement of this Note or
the collection of any sums due hereunder and irrespective of whether suit is
filed. Upon the occurrence and during the continuance of an Event of Default,
the unpaid principal balance hereunder shall bear additional interest at a rate
of five percent (5.0%) per year higher than the interest rate as determined and
computed above.
Borrower shall pay to CNB a late charge of 6% or $5.00, whichever is greater, of
each and every monthly installment not received by CNB on or before the tenth
(10th) day after the installment is due.
Should Borrower (or any successor in interest to Xxxxxxxx) without the prior
written consent of CNB, sell, transfer, mortgage, pledge, hypothecate, assign or
encumber his interest in the Property (or any part thereof) which secured this
Note, whether voluntarily or involuntarily, then CNB may at its option declare
the whole sum of principal and interest (and all other sums secured by any Deed
of Trust taken as security for this Note) immediately due and payable. This
provision shall apply to each and every sale, transfer, mortgage, pledge,
hypothecation, assignment or encumbrance regardless whether or not CNB has
consented to, or waived, its right hereunder, whether by action or non-action,
in connection with any previous sale, transfer, mortgage, pledge, hypothecation,
assignment or encumbrance, whether one or more.
Borrower shall have the right to prepay the principal of this Note, in whole or
in part at any time, which prepayment must be preceded by not less than thirty
(30) days prior written notice to CNB of Borrower's intention to make such
prepayment, the amount thereof, and the date upon which
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such prepayment will be made, and there shall be paid to CNB concurrently with
such payment all then accrued interest and any and all other amounts then due
hereunder.
Should this Note be signed by more than one person and/or firm and/or
corporation, all of the obligations hereto contained shall be considered joint
and several obligations of each signer hereof.
"BORROWER"
DAILY JOURNAL CORPORATION,
a South Carolina corporation
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, President
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