Replacement Promissory Note Sample Contracts

Second Replacement Promissory Note (June 24th, 2016)

FOR VALUE RECEIVED, ONCOLOGIX TECH, INC., a Nevada corporation ("Borrower"), whose address is P.O. Box 8832, Grand Rapids, Michigan 49518, hereby promises to pay to the order of TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership, with an office located at 3960 Howard Hughes Parkway, Suite 500, Las Vegas, Nevada 89169, and its successors or assigns (collectively, the "Holder"), on or before the Extended Maturity Date (as defined in the Credit Agreement): (i) the principal amount of Two Million One Hundred Thirteen Thousand Eight and 53/100 Dollars ($2,113,008.53); together with (ii) interest on the unpaid principal balance hereof at the rate of eighteen percent (18%) per annum (the "Interest Rate") commencing as of the effective date hereof; together with (iii) all other Obligations due, owing and payable under the terms of the Credit Agreement and all other Loan Documents, all in accordance with the terms hereof and the terms and provisions of that certain Credit A

Amendment to Replacement Promissory Note 1 (April 20th, 2016)

AMENDMENT TO REPLACEMENT PROMISSORY NOTE 1 dated as of March 4, 2016 (the "Amendment"), made by and between Zonzia Media, Inc., a Nevada corporation (the "Company") and Kodiak Capital Group, LLC (the "Holder")

Replacement Promissory Note 1 (February 12th, 2016)

REPLACEMENT PROMISSORY NOTE 1 dated as of February 10, 2016, made by and between Zonzia Media, Inc., a Nevada corporation (the "Company") and Kodiak Capital Group, LLC (the :Holder")

Replacement Promissory Note (November 16th, 2015)

FOR VALUE RECEIVED, NEW BEGINNINGS CARE, LLC, SAVANNAH BEACH HEALTHCARE & REHAB, LLC, OCEANSIDE HEALTHCARE & REHAB, LLC and JEFFERSONVILLE HEALTHCARE & REHAB, LLC, each a Tennessee limited liability company (hereinafter collectively referred to as "Maker"), jointly and severally, promise to pay to the order of ADCARE HEALTH SYSTEMS, INC., a Georgia corporation (hereinafter, together with any other holder hereof, referred to as "Holder"), at Two Buckhead Plaza, 3050 Peachtree Road, NW, Suite 355, Atlanta, Georgia 30305, or to such other party or parties as Holder from may from time to time designate in writing, the principal sum of FOUR HUNDRED SEVENTY THOUSAND AND 00/100 DOLLARS ($470,000.00), together with simple interest accruing on the unpaid balance of this Note at a rate equal to thirteen and one-half percent (13.5%) per annum (the "Interest Rate").

Petco Holdings Inc – Debtor Name Petco Real Estate Holdings III LLC, a Delaware Limited Liability Company Office Maturity Date August 1, 2016 (Subject to Extension to a Date Which Is 102 Months Following the Conversion Date if the Loan Is Converted Under Section 2.5 of the Loan Agreement Referenced Below) Amount (August 17th, 2015)

FOR VALUE RECEIVED, on August 1, 2016 (the Maturity Date), the undersigned (Debtor) promises to pay to the order of MUFG UNION BANK, N.A. (Payee) at the office as set forth below of MUFG UNION BANK, N.A., in its capacity as agent (Bank), the principal sum of Thirty-two Million Seven Hundred Thousand and no/100s Dollars ($32,700,000.00), or so much thereof as is disbursed, together with interest on the balance of such principal from time to time outstanding, at the per annum rate established at the times set forth below (the Note Rate). Except with respect to the Stub Period, all computations of interest under this note shall be made on the basis of a year of 360 days, comprised of twelve 30-day months. Ail capitalized terms not otherwise defined in this Note have the meaning set forth in the Construction Loan Agreement dated March 20, 2015 made by and between Debtor as borrower and Bank as lender (the Loan Agreement).

Petco Holdings Inc – Debtor Name Petco Real Estate Holdings III LLC, a Delaware Limited Liability Company Office Maturity Date August 1, 2016 (Subject to Extension to a Date Which Is 102 Months Following the Conversion Date if the Loan Is Converted Under Section 2.5 of the Loan Agreement Referenced Below) Amount (August 17th, 2015)

FOR VALUE RECEIVED, on August 1, 2016 (the Maturity Date), the undersigned (Debtor) promises to pay to the order of CALIFORNIA BANK AND TRUST (Payee) at the office as set forth below of MUFG UNION BANK, N.A., in its capacity as agent (Bank), the principal sum of Ten Million and no/100s Dollars ($10,000,000.00), or so much thereof as is disbursed, together with interest on the balance of such principal from time to time outstanding, at the per annum rate established at the times set forth below (the Note Rate). Except with respect to the Stub Period, all computations of interest under this note shall be made on the basis of a year of 360 days, comprised of twelve 30-day months. All capitalized terms not otherwise defined in this Note have the meaning set forth in the Construction Loan Agreement dated March 20, 2015 made by and between Debtor as borrower and Bank as lender (the Loan Agreement).

Remmington Enterprises, Inc. – Replacement Promissory Note (June 6th, 2014)

This REPLACEMENT PROMISSORY NOTE (as the same may hereafter be amended, supplemented, restated, replaced, increased, extended, consolidated or severed from time to time, this "Note"), dated as of May 1, 2014, is made by Remmington Enterprises, Inc., a Nevada corporation, ("Maker"), in favor of Knight Financial Ltd. ("Holder").

Bluerock Residential Growth REIT, Inc. – Replacement Promissory Note (November 18th, 2013)

This Note is issued, executed and delivered by Borrower to Lender in replacement and full satisfaction of that certain Promissory Note dated October 2, 2012 in the amount of 'up to' $12,500,000, as modified by that certain Promissory Note Modification Agreement dated as of March 4, 2013 (together, the "Prior Note").

Bluerock Residential Growth REIT, Inc. – Replacement Promissory Note (November 18th, 2013)

This Note is issued, executed and delivered by Borrower to Lender in replacement and full satisfaction of that certain Promissory Note dated August 9, 2013 in the amount of $12,960,000 (together, the "Prior Note").

A-Mark Precious Metals, Inc. – Bnp Paribas Replacement Promissory Note (November 12th, 2013)

The undersigned, for value received.jointly and severally, promise(s) to pay to the order of BNP PARIBAS (hereinafter called the "Lender") the principal sum of THIRTY-FIVE MILLION UNITED STATES DOLLARS (U.S.$35,OOO,OOO), or such lesser amount as shall equal the outstanding principal amount of all loans made by the Lender (the "Loans") to the undersigned, payable on demand by Lender, but in any event not later than the maturity date for each such Loan agreed to by the Lender and the undersigned at or prior to the time such Loan is made. In no event shall the maturity date for any Loan be more than 180 days after such Loan is made. The Lender shall have no obligation to make any Loan to the undersigned.

A-Mark Precious Metals, Inc. – Replacement Promissory Note (November 12th, 2013)

The undersigned, for value received, jointly and severally, promises to pay to the order of FORTIS CAPITAL CORP. (hereinafter called the "Lender") the principal sum of THIRTY MILLION UNITED STATES DOLLARS (U.S.$30,000,000), or such lesser amount as shall equal the outstanding principal amount of all loans made by the Lender (the ''Loans") to the undersigned, payable on demand by Lender, but in any event not later than the maturity date for each such Loan agreed to by the Lender and the undersigned at or prior to the time such Loan is made. In no event shall the maturity date for any Loan be more than 180 days after such Loan is made. The Lender shall have no obligation to make any Loan to the undersigned.

Griffin-American Healthcare REIT II, Inc. – Replacement Promissory Note (June 3rd, 2011)

This Promissory Note (this Note) is delivered pursuant to that certain Loan and Security Agreement dated as of May 19, 2011 together with all annexes, exhibits, and schedules thereto, made by Lender and Borrowers, as it may be amended, restated, modified or substituted from time to time (the Loan Agreement). This Note is secured by, among other things, the Deeds of Trust.

Delek US Holdings – Replacement Promissory Note Ii (November 5th, 2010)

FOR VALUE RECEIVED, the undersigned, DELEK FINANCE, INC. (the Borrower), with an address at 7102 Commerce Way, Brentwood, TN 37027. HEREBY PROMISES TO PAY to the order of ISRAEL DISCOUNT BANK OF NEW YORK, its successors and assigns (hereinafter the Bank), the principal amount of THIRTY MILLION DOLLARS ($30,000,000.00), in lawful money of the United States (the Loan), or if less, the unpaid principal balance of the Loan made by Lender to Borrower, with interest thereon to be computed on the unpaid principal balance of the Loan from time to time outstanding in the manner and at the per annum rate as hereinafter specified and to pay the unpaid principal balance of the Loan in installments as set forth below.

Delek US Holdings – Replacement Promissory Note I (November 5th, 2010)

FOR VALUE RECEIVED, the undersigned, DELEK FINANCE, INC. (the Borrower), with an address at 7102 Commerce Way, Brentwood, TN 37027. HEREBY PROMISES TO PAY to the order of ISRAEL DISCOUNT BANK OF NEW YORK, its successors and assigns (hereinafter the Bank), the principal amount of TWENTY MILLION DOLLARS ($20,000,000.00), in lawful money of the United States (the Loan), or if less, the unpaid principal balance of the Loan made by Lender to Borrower, with interest thereon to be computed on the unpaid principal balance of the Loan from time to time outstanding in the manner and at the per annum rate as hereinafter specified and to pay the unpaid principal balance of the Loan in installments as set forth below.

Bioanalytical Systems, Inc. – Replacement Promissory Note (August 12th, 2009)

This Note is issued pursuant to, is entitled to the benefit of, and is subject to the provisions of that certain Amended and Restated Credit Agreement between Borrower and Bank dated as of January 4, 2005, as amended January 16, 2007, as further amended October 24, 2007, as further amended January 16, 2009, and as further amended of even date herewith (as amended, and as the same may be further amended from time to time (the "Agreement"). Advances under this Note shall be made in accordance with the Agreement. The Agreement, among other things, contains a description of the collateral securing this Note, the definitions of the proper nouns used herein and provisions for acceleration of the maturity hereof upon the happening of certain stated events.

KBS Real Estate Investment Trust, Inc. – REPLACEMENT PROMISSORY NOTE A-4 (Amended and Restated First Mezzanine Loan) (March 29th, 2007)

FOR VALUE RECEIVED, W2001 PARK CENTRAL HOTEL SENIOR MEZZ, L.L.C., a Delaware limited liability company, as maker, having an address c/o Whitehall Street Global Real Estate Limited Partnership 2001, 85 Broad Street, New York, New York 10004 (Borrower), hereby unconditionally promises to pay to the order of COLUMN FINANCIAL, INC., a Delaware corporation, as lender, having an address at 11 Madison Avenue, New York, New York 10010 (Lender), or at such other place as the holder hereof may from time to time designate in writing, the principal sum of FIFTEEN MILLION and No/100 DOLLARS ($15,000,000.00), or so much thereof as is advanced and outstanding pursuant to that certain Amended and Restated First Mezzanine Loan Agreement, dated the date hereof, between Borrower and Lender (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the Loan Agreement), in lawful money of the United States of America with interest thereon to be computed from the

REPLACEMENT PROMISSORY NOTE (Revolving Line of Credit) December 4, 2006 (December 8th, 2006)

For value received, Borrower promises to pay to the order of Lender at its Commercial Banking Group, 10 E. South Temple, Suite 200, UT KC02 0321, Salt Lake City, Utah, 84133, the sum of forty million dollars ($40,000,000.00) or such other principal balance as may be outstanding hereunder in lawful money of the United States with interest thereon calculated and payable as provided herein.

Fidelis Energy Inc – Contract (November 28th, 2005)

THIS REPLACEMENT PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS REPLACEMENT (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE ISSUER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE ISSUER THAT THIS REPLACEMENT PROMISSORY NOTE MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.

Bioanalytical Systems, Inc. – Contract (January 10th, 2005)
Replacement Promissory Note (January 13th, 1998)
Replacement Promissory Note (January 13th, 1998)