EXHIBIT 10.24
Repayment of this Note is subject and subordinate to repayment of a
Term Promissory Note in the original principal amount of
$____x_____ given by the undersigned to The Chase Manhattan Bank
this date.
TERM PROMISSORY NOTE
$ _______x____________ Rochester, New York
August 12, 1996
For value received, the undersigned promises to pay to the order
of HOME PROPERTIES OF NEW YORK, L.P. ("Home Properties" or "HME"),
at its office located at 850 Clinton Square Rochester, New York,
14604 or to such other address as Home Properties may notify the
undersigned, the principal amount of x Dollars
($ __________x____________) (the "Loan").
Maturity Date. The entire amount of principal, and remaining
accrued interest on, this Note shall be due on August 31, 2016 (the
"Maturity Date").
Interest. The undersigned promise(s) to pay interest on the
unpaid balance of the principal amount of the Loan from and
including the date of the Loan to but excluding the date the Loan
shall be paid in full at the rate of 7% per annum. Interest shall
be calculated on the basis of a year of 360 days and payable for
the actual number of days elapsed. Interest shall accrue and be
paid solely from the regular quarterly dividends paid on the shares
of common stock (the "Shares") of Home Properties pledged to Home
Properties by the undersigned pursuant to the Pledge Security
Agreement dated the date of this Note (the "Pledge Agreement").
Accrued interest shall not be compounded.
Payments. All payments under this Note shall be made in lawful
money of the United States of America and in immediately available
funds at Home Properties' office specified above. During the
existence of an Event of Default as hereinafter defined, Home
Properties may apply any money received or collected for payment of
this Note to the principal of, interest on or any other amount
payable under, this Note in any order that Home Properties may
elect.
The loan may be prepaid at any time without premium or penalty.
All partial prepayments shall be applied to the reduction and
payment of principal in the inverse order of maturity.
Non-Recourse. This Note shall be a non-recourse obligation of
the undersigned. By accepting this Note, Home Properties agrees to
look solely to the collateral represented by the Shares pledged
under the Pledge Agreement for repayment of all amounts due
hereunder and waives its right to seek or obtain any judgment or
deficiency judgment against the undersigned for such amounts.
Records. The date and amount of the Loan and each payment of
principal, and the outstanding principal balance of the loan, shall
be recorded by Home Properties on its books and any such record
shall be conclusive absent manifest error.
Representations and Warranties. The undersigned represents and
warrants upon the execution and delivery of this Note, that:
(a) the execution, delivery and performance of this Note do not
violate or conflict with any law applicable to the undersigned, any
order or judgment of any court or other agency of government
applicable to the undersigned or any of the undersigned's assets or
any material contractual restriction binding on or materially
affecting the undersigned or any of the undersigned's assets;
(b) to the best of undersigned's knowledge, all governmental and
other consents that are required to have been obtained by the
undersigned with respect to this Note have been obtained and are in
full force and effect and all conditions of any such consents have
been complied with; and (c) the undersigned's obligations under
this Note constitute its legal, valid and binding obligations,
enforceable in accordance with its terms except to the extent that
such enforcement may be limited by applicable bankruptcy,
insolvency or other similar laws affecting creditors' rights
generally.
Security. This Note is secured pursuant to the terms of the
Pledge Agreement.
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Default. If any of the following events of default shall occur
with respect to the undersigned (each an "Event of Default"):
(a) any representation or warranty made or deemed
made by the undersigned in this Note shall prove to have
been incorrect in any material respect on or as of the
date made or deemed made;
(b) the undersigned: (i) shall generally not, or be
unable to, or shall admit in writing an inability to, pay
debts as such debts become due; (ii) shall make an
assignment for the benefit of creditors; (iii) shall file
a petition in bankruptcy or for any relief under any law
of any jurisdiction relating to reorganization,
arrangement, readjustment of debt, dissolution or
liquidation; (iv) shall have any such petition filed
against the undersigned and the same shall remain
undismissed for a period of 30 days or shall consent or
acquiesce thereto; or (v) shall have had a receiver,
custodian or trustee appointed for all or a substantial
part of the undersigned's property;
(c) if the undersigned shall die or be declared
incompetent;
(d) there occurs a default pursuant to the terms of
the Term Promissory Note given this date by the
undersigned to The Chase Manhattan Bank, which Note is
secured by a first pledge of the Shares;
(e) the undersigned leaves the employment of or is
no longer serving as a Director of Home
Properties or Home Properties of New York, Inc., as the
case may be, regardless of the circumstances;
THEN, in any such case, if Home Properties shall elect by notice to
the undersigned, the unpaid principal amount of this Note, together
with accrued interest, shall become forthwith due and payable;
provided that in the case of an event of default under (b) above,
the unpaid principal amount of this Note, together with accrued
interest, shall immediately become due and payable without any
notice or other action by Home Properties.
Certain Waivers. The undersigned waives presentment, notice
of dishonor, protest and any other notice or formality with respect
to this Note.
Notices. All notices, requests, demands or other
communications to or upon the undersigned or Home Properties shall
be in writing and shall be deemed to be delivered upon receipt if
delivered by hand or overnight courier or five days after mailing
to the address (a) of the undersigned as set forth next to the
undersigned's execution of this Note, (b) of Home Properties as
first set forth above, or (c) of the undersigned or Home Properties
at such other address as the undersigned or Home Properties shall
specify to the other in writing.
Assignment. This Note shall be binding upon the undersigned
and the undersigned's successors and shall inure to the benefit of
Home Properties and its successors and assigns.
Entire Agreement, Amendment and Waiver. This Note and the
Pledge Agreement executed by the undersigned constitute the entire
agreement between the undersigned and Home Properties and may be
amended only by a writing signed on behalf of each party and shall
be effective only to the extent set forth in that writing. No
delay by Home Properties in exercising any power or right hereunder
shall operate as a waiver thereof or of any other power or right;
nor shall any single or partial exercise of any power or right
preclude other or future exercise thereof, or the exercise of any
other power or right hereunder.
Governing Law. This Note shall be governed by and construed
in accordance with the laws of the State of New York.
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Use of Proceeds. The proceeds of the Loan represented by this
Note will be used by the undersigned to purchase the Shares and
Home Properties is instructed to disburse such proceeds directly to
or at the direction of HME with respect to such purchase.
_______x__________________________
Address for Notices:
_______x__________________________
_______x__________________________
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