Exhibit 10.5
PROMISSORY NOTE
$229,634.73 Glendale, California
January 26, 1996
FOR VALUE RECEIVED, the undersigned PUBLIC STORAGE PARTNERS II, LTD.
("Borrower") promises to pay to the order of PUBLIC STORAGE, INC. ("Lender") at
its offices at 600 N. Brand Boulevard, Glendale, California 91203-1241, or at
such other place as the holder hereof may designate, in lawful money of the
United States of America and in immediately available funds, the principal sum
of $229,634.73, with interest thereon at a rate per annum (computed on the basis
of a 360-day year, actual days elapsed) 1.0% above the Prime Rate in effect from
time to time. The "Prime Rate" is a base rate that Wells Fargo Bank, National
Association ("Bank"), from time to time establishes and which serves as the
basis upon which effective rates of interest are calculated for those loans by
Bank matching reference thereto. Each change in the rate of interest hereunder
shall become effective on the date each Prime Rate change is announced within
Bank.
Interest accrued on this Note shall be payable on the 1st day of each
month, commencing February 1, 1996 and on January 26, 1997. Principal shall be
payable on the 1st day of each month in installments of $17,708.33 each,
commencing February 1, 1996 and continuing up to and including January 1, 1997,
with a final installment consisting of all remaining unpaid principal due and
payable in full on January 26, 1997. Each payment made on this Note shall be
credited first, to any interest then due and second, to the outstanding
principal balance hereof. All prepayments of principal on this Note shall be
applied on the most remote principal installment or installments then unpaid.
From and after the maturity date of this Note, or such earlier date as all
principal owing hereunder becomes due and payable by acceleration or otherwise,
the outstanding principal balance of this Note shall bear interest until paid in
full at an increased rate per annum (computed on the basis of a 360-day year,
actual days elapsed) equal to 4% above the rate of interest from time to time
applicable to this Note.
The occurrence of any of the following shall constitute an "Event of
Default" under this Note:
1. The failure to pay any principal or interest, or other amount, when due
hereunder or under any contract, instrument or document executed in connection
with this Note.
2. The filing of a petition by or against any Borrower, or any general
partner in Borrower (with each such general partner referred to herein as a
"Third Party Obligor") under any provisions of the Bankruptcy Reform Act Title
11 of the United States Code, as amended or recodified from time to time, or
under any similar or other law relating to bankruptcy, insolvency,
reorganization or other relief for debtors: the appointment of a receiver,
trustee, custodian or liquidator of or for any part of the assets or property of
Borrower or any Third Party Obligor; Borrower or any Third Party Obligor becomes
insolvent, makes a general assignment for the benefit of creditors or is
generally not paying its debts as they become due; or any attachment or like
levy on any property of Borrower or any Third Party Obligor.
3. The dissolution or liquidation of Borrower or any Third Party Obligor
which is a corporation.
4. Any default in the payment or performance of any obligation, or any
defined event of default, under any provisions of any contract, instrument or
document pursuant to which Borrower has incurred any obligation for borrowed
money, any purchase obligation, or any other liability of any kind to any person
or entity, including the holder.
5. Any sale or transfer of all of a substantial or material part of the
assets of Borrower.
6. Any violation or breach of any provision of, or any defined event of
default under, any addendum to this Note or any loan agreement, guaranty,
security agreement, deed of trust or other document executed in connection with
or securing this Note.
Soon the occurrence of any Event of Default, the holder of this Note, at
the holder's option, may declare the sums of principal and interest outstanding
hereunder to be immediately due and payable. Borrower shall pay to Lender the
amount of any expenses, including legal fees, incurred as a result of an Event
of Default and any such amount not paid upon demand by Lender, shall be added
to, and thereafter bear interest as herein provided as part of, principal.
IN WITNESS WHEREOF, the undersigned has executed this Note as of the date
first written above.
PUBLIC STORAGE PARTNERS II, LTD.
By: Public Storage, Inc.
General Partner
By: /s/ Ronald L. Havner
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Ronald L. Havner
Senior Vice President and
Chief Financial Officer