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EXHIBIT 10.14
CAP-EX NOTE
$2,000,000 September 23, 1998
Rockville, Maryland
FOR VALUE RECEIVED, the undersigned (collectively, the Borrowers and
individually, a Borrower), jointly and severally, hereby promise to pay to the
order of CRESTAR BANK, a Virginia banking corporation (the Lender), at
Commercial Loan Services, P.O. Box 26202, Richmond, Virginia 23260-6202, or such
other location as the holder hereof may in writing designate, in lawful money of
the United States of America, the principal sum of TWO MILLION NO/100 DOLLARS
($2,000,000) (or such lesser amount as shall equal the aggregate unpaid
principal amount of the Cap-Ex Loans made by the Lender to the Borrowers under
the Loan Agreement described below), in lawful money of the United States of
America in immediately available funds, on the dates and in the amounts set
forth below, without defense, offset or counterclaim, and to pay interest on the
unpaid principal amount of the Cap-Ex Loans, at such office, in like money and
funds, for the period commencing on the date of each Cap-Ex Loan until such
Cap-Ex Loan shall be paid in full, at the rate per annum and on the dates
provided in the Loan Agreement.
The unpaid principal balance hereof shall be paid in 36 equal consecutive
monthly installments of principal due on the first Business Day of each calendar
month, beginning on January 4, 1999. If not sooner paid, the entire unpaid
principal balance hereof and all accrued and unpaid interest therein shall be
due and payable in full on December 31, 2001. The amount of each principal
installment shall be equal to 1/36th of the principal balance of the Cap-Ex
Loans outstanding on December 31, 1998. The Borrowers shall have the right to
prepay the unpaid principal balance hereof, in whole or in part, at any time.
Partial prepayment shall be applied to installments due hereunder in the inverse
order of their maturities. Amounts prepaid may not be reborrowed.
The Borrowers hereby further jointly and severally promise to pay interest
on the unpaid principal balance hereof, at a rate per annum equal to LIBOR plus
1.50%. Interest shall be accrued daily on the unpaid principal balance hereof
and shall be computed on the basis of a 360-day year for the actual number of
days elapsed. Interest shall be payable monthly on the first Business Day of
each calendar month beginning on October 1, 1998.
The Lender is hereby authorized by the Borrowers to maintain records of
the amount of each Cap-Ex Loan made by the Lender, the date such Cap-Ex Loan is
made, and the amount of each payment or prepayment of principal of such Cap-Ex
Loan received by the Lender. The Borrowers agree that the amounts so evidenced
in such records, absent manifest error, shall constitute conclusive evidence of
the amount owed hereunder.
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This Cap-Ex Note (the Note) is the Cap-Ex Note referred to in the First
Amended and Restated Loan Agreement (as further amended, modified or
supplemented from time to time, the Loan Agreement), dated as of September 23,
1998, between the Borrowers and the Lender, and evidences the Cap-Ex Loans made
by the Lender thereunder. Undefined capitalized terms used in this Note shall
have the respective meanings assigned to them in the Loan Agreement.
Upon the occurrence and continuation of an Event of Default, the principal
hereof and accrued interest hereon may be declared to be, or may become,
forthwith due and payable in the manner, upon the conditions and with the effect
provided in the Loan Agreement.
Upon the occurrence of an Event of Default, each Borrower hereby
authorizes any attorney designated by the Lender or any Clerk of any court of
record to appear for such Borrower in any court of record and to confess
judgment without prior hearing against any Borrower in favor of the Lender for
and in the amount of the unpaid principal balance hereof, all interest accrued
and unpaid thereon, all other amounts payable by the Borrowers to the Lender
under the terms of this Note or any of the other Loan Documents, costs of suit,
and attorneys' fees of $7,500 (if judgment be entered without contest). If
confession of judgment is contested, attorneys' fees under this paragraph shall
be ten percent (10%) of the unpaid principal balance hereof and interest then
due hereunder. Each Borrower hereby releases, to the extent permitted by
applicable law, all errors and all rights of exemption, appeal, stay of
execution, inquisition, and other rights to which the Borrowers may otherwise be
entitled under the laws of the United States of America or of any state or
possession of the United States of America now in force or which may hereafter
be enacted. The authority and power to appear for and enter judgment against the
Borrowers shall not be exhausted by one or more exercises thereof or by any
imperfect exercise thereof and shall not be extinguished by any judgment entered
pursuant thereto. Such authority may be exercised on one or more occasions or
from time to time in the same or different jurisdictions as often as the Lender
shall deem necessary or desirable, for all of which this Note shall be a
sufficient warrant. Notwithstanding any provision of this paragraph, each
Borrower retains its rights pursuant to Maryland Rules of Civil Procedure Rule
2-611.
Each Borrower, and every guarantor and endorser hereof, hereby waives
presentment, demand, notice of dishonor, protest and all other demands and
notices in connection with the delivery, acceptance, performance and enforcement
of this Note.
This Note shall be governed by and construed in accordance with the laws
of the State of Maryland, without reference to conflict of laws principles.
[SIGNATURES ON FOLLOWING PAGES]
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IN WITNESS WHEREOF, the Borrowers have caused this Note to be executed by
their duly authorized representatives as of the day and year first above
written.
BORROWERS:
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XXXXXXXXX CORPORATION,
a Maryland corporation
By:
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Name:
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Title:
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XXXXXXXXX CORPORATION OF AMERICA,
a Maryland corporation
By:
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Name:
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Title:
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EXECUTIVE AMENITIES, INC.,
a Maryland corporation
By:
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Name:
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Title:
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[SIGNATURES CONTINUE ON FOLLOWING PAGE]
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EXECUTIVE AMENITIES-WEST, INC.,
a Maryland corporation
By:
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Name:
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Title:
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EXECUTIVE FURNITURE CENTRE, INC.,
a Maryland corporation
By:
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Name:
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Title:
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XXXXXX CORPORATE HOUSING, INC.,
a New York corporation
By:
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Name:
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Title:
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CORPORATE ACCOMMODATIONS, INC.,
a Connecticut corporation
By:
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Name:
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Title:
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