DEED OF TRUST NOTE
$14,000,000.00 Baltimore, Maryland
December 27, 1989
FOR VALUE RECEIVED, LONDONTOWN CORPORATION, a Delaware corporation, (the
"Borrower"), promises to pay to the order of METLIFE CAPITAL CREDIT CORPORATION,
a Delaware corporation (the "Lender"), the principal sum of FOURTEEN MILLION
DOLLARS AND NO CENTS ($14,000,000.00) (the "Principal Loan Amount") with
interest thereon at the rate hereinafter set forth (the "Loan"). The repayment
of interest and principal of the Principal Loan Amount shall be as follows:
(1) (a) Beginning on the the date hereof, interest will be due on the
unpaid Principal Loan Amount at the rate of ten and one-quarter percent (10.25%)
per annum (the "Interest Rate").
(b) All interest will be calculated on the basis of a 360-day year
factor applied to actual days elapsed.
(2) Interest on the unpaid Principal Loan Amount will be payable, in
arrears, commencing with interest only for the partial month in which the date
hereof occurs, on the first day of the first full month after the date hereof,
and continuing thereafter on the first day of each month until the entire unpaid
Principal Loan Amount and all accrued and unpaid interest thereon is paid in
full.
(3) Principal and interest thereon as described above will be paid in one
hundred thirteen (113) substantially equal consecutive monthly installments as
set forth on Schedule 1 attached hereto and made a part hereof, in the amount
needed to repay the Principal Loan Amount in full on the twentieth anniversary
of the date hereof. Such monthly payments of principal and interest will begin
on the first day of the second full month after the date hereof, and will
continue on the first day of each and every month thereafter until the Loan
matures. The Loan will mature and the outstanding Principal Loan Amount, all
accrued and unpaid interest thereon, and any other sums due and payable in
connection therewith (the "Balloon Payment"), unless paid in its entirety at an
earlier date, will be due and payable on the first day of that month which is
one hundred fourteen (114) months after the month in which the first payment of
principal and interest occurs (the "Maturity Date").
(4) If any portion of the Principal Loan Amount and/or interest thereon
remains unpaid after the Maturity Date such portion of the Principal Loan Amount
and all unpaid interest will bear interest from the Maturity Date until such
amount due is paid in full, at the rate of two percent (2%) per annum over the
Interest Rate.
(5) If the Borrower fails to make one or more required payments of
principal and/or interest, as provided above, within ten (10) days after the
date such payment is due, the Borrower will pay to the Lender a late charge
equal to four percent (4%)of said-unpaid amount in order to defray the increased
cost involved in handling such delinquent payments. Any such charges shall be
payable on demand.
(6) Any installment or other part payment made by or on behalf of the
Borrower hereof will be applied first, to late payment charges due under
paragraph (5) above; second, to interest accrued and payable at the stated rate
and the penalty rate stated in paragraph (4) above, if applicable; and third, to
the unpaid Principal Loan Amount hereof, in the inverse order of the maturity of
the principal payments.
(7) The Principal Loan amount may be prepaid, in whole, but not in part, on
any regularly scheduled principal and interest payment date occurring on or
after the third anniversary of the date hereof,, upon not less than thirty (30)
days prior written notice to the Lender, but only in accordance with the terms
and conditions of this paragraph (7). Any such optional prepayment will be
accompanied by payment of accrued and unpaid interest on the Principal Loan
Amount up to (but not including) the date of prepayment, and by payment to the
Lender of a prepayment premium, if any, determined as follows:
The prepayment premium shall be determined by (i) calculating the
decrease, if any, expressed in basis points, in the current weekly average
yield of ten (10) year United States Treasury Notes, as published in
Federal Reserve Statistical Release H.15 (519) from the date of this Note
to the prepayment date, (ii) dividing the difference, if any, by 10,000,
(iii) multiplying the result by the outstanding Principal Loan Amount to be
prepaid, (iv) multiplying the result in (iii) by the number of years
remaining from the prepayment date to the Maturity Date, and (v)
discounting the calculated result to the present value of such amounts
utilizing a discount factor of 10.25% per annum. Expressed as a formula,
the calculation would be made as follows:
(Basis Point decrease in the index/10,000) x outstanding Principal
Loan Amount equals the prepayment premium for each remaining year. Discount
the prepayment premium for each year at 10.25% per annum for number of
years remaining from the prepayment date to the Maturity Date.
For example, if the prepayment premium for each remaining year from
the prepayment date to the Maturity Date is $50,000.00 and seven (7) years
are remaining from the prepayment date to the Maturity Date, the discounted
prepayment premium would be $241,430.27.
- 2 -
(8) Notwithstanding anything to the contrary, the prepayment premium (as
determined in accordance with paragraph (7) above but not exceeding $200,000.00)
shall be due in the event that the Loan is accelerated as a result of: (i) a
sale, transfer or conveyance, of any interest in the Property (as defined in the
Deed of Trust) to a third party not directly or indirectly owned or affiliated
with the Borrower, or (ii) a change in the ownership of the Borrower, whether by
sale or acquisition, which results in a material change in the composition of
the management of the Borrower, occurring prior to the third anniversary of the
date hereof. For the purposes of this paragraph, "management" shall mean the
Borrower's executive officer group and the officer group. A "material change in
the composition of the management" shall not be deemed to include changes in
management of the Borrower occurring in the ordinary course of the Borrower's
business including, without limitation, retirement, death and normal employee
attrition. Any such prepayment shall not delay, postpone, abate or recast the
balance of the unpaid Principal Loan Amount, and the monthly payments thereunder
shall continue in the same amount and in the same order as set forth on Schedule
1.
All payments of principal, interest, late fees and premiums, if any, will
be made during regular business hours at the principal office of the holder of
this Note located at Ten Stamford Forum, Stamford, Connecticut 06904, or at such
other place as the Lender shall designate in writing, and will be made by check
(subject to collection), draft (subject to collection), or other instrument as
may be approved from time to time by the holder hereof or may be paid in coin or
currency of the United States of America which at the time of such payment is
legal tender for the payment of public or private debts. Any payment by check or
draft will be subject to the condition that any receipt issued therefor will be
ineffective unless the amount due is actually collected by the Lender.
This Note is secured inter alia by the first Deed of Trust and Security
Agreement of even date herewith by and between Borrower, Daniel L. Wieneke and
Jack N. Zemil, Trustees, and Lender covering certain property and premises
situate and lying in Carroll County, Maryland (the "Deed of Trust"). The terms,
covenants, conditions, provisions, stipulations, and agreements contained in the
Deed of Trust are hereby made a part hereof to the same extent and with the same
effect as if fully set forth herein; and, without limiting the foregoing,
reference is hereby made to the Deed of Trust for a description of the property
conveyed thereunder, the definition of certain terms, the nature and extent of
the security and the rights of the Lender in respect of such security. This Note
is also secured by an Assignment of Leases and Rents of even date herewith made
by the Borrower to the Lender with respect to the property granted and conveyed
under the Deed of Trust.
If the Borrower defaults in the payment when due of any installment of
interest and/or principal, or any and all other payments due hereunder,
including, without limitation, late charges as herein provided, or in the
performance of any of the terms, agreements, covenants or conditions contained
in the Deed of Trust or any other instrument given to secure the payment hereof
(all of which are hereinafter referred to as the "Loan Documents"), upon the
giving of any applicable notice and expiration of any applicable cure period
contained in the Loan Documents then, or at any time thereafter, the
- 3 -
entire principal of this Note, irrespective of the Maturity Date specified
herein, together with the then accrued and unpaid interest thereon, may, at the
Lender's election, become immediately due and payable.
Time is of the essence of this Note in connection with all of the
obligations of Borrower including without limitation during any applicable grace
or cure periods.
The rights or remedies of the Lender as provided in this Note, the Deed of
Trust and the other Loan Documents will be cumulative and concurrent and may be
pursued singly, successively, or together against the Borrower, the property or
security held by the Lender for the payment hereof or otherwise at the sole
discretion of the Lender. The failure to exercise any such right or remedy will
in no event be construed as a waiver or release of said rights or remedies or of
the right to exercise them at any later time.
Except as may be otherwise expressly provided in this Note or in any of the
other Loan Documents, the Borrower and all endorsers hereof severally waive
diligence, presentment, protest and demand, and also notice of protest, of
demand, of nonpayment, of dishonor and of maturity and consent that the time of
payments or any part thereof may be extended by the Lender and that the real or
collateral security or any part thereof may be released by the Lender, without
in anywise modifying, altering, releasing, affecting or limiting their
respective liability or the lien of the Deed of Trust (except to the extent so
released).
The Borrower agrees to be jointly and severally liable with any endorsers,
sureties, accommodation parties hereof and all other persons liable or to become
liable on this Note for the payment of all costs of collection, including
reasonable attorneys' fees and all other costs of suit, in case the unpaid
Principal Loan Amount, or any payment of interest only or principal and interest
thereon, is not paid when due, and if the same remains unpaid for ten (10) days
after written notice to Borrower, or for the foreclosure of the Deed of Trust or
other Loan Documents, and whether through courts of original jurisdiction, as
well as in courts of appellate jurisdiction, or through a Bankruptcy Court or
other legal proceedings.
The Borrower hereby waives trial by jury in any action or proceeding to
which the Borrower and the Lender may be parties, arising out of or in any way
pertaining to (a) this Note, (b) any other Loan Documents, or (c) the property
securing the Deed of Trust other than personal injury actions or proceedings. It
is agreed and understood that this waiver constitutes a waiver of trial by jury
of all claims against all parties to such actions or proceedings, including
claims against parties who are not parties to this Note.
This waiver is knowingly, willfully and voluntarily made by the Borrower,
and the Borrower hereby represents that no representations of fact or opinion
have been made by any individual to induce this waiver of trial by jury or to in
any way modify or nullify its effect.
In case any provision (or any part of any provision) contained in this Note
shall for any reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability will not
- 4 -
affect any other provision (or remaining part of the affected provision) of this
Note, but this Note will be construed as if such invalid, illegal or
unenforceable provision (or part thereof), had never been contained herein, but
only to the extent it is invalid, illegal or unenforceable.
This Note may not be amended, modified or terminated orally, but only by an
agreement in writing signed by the party against whom enforcement of such
amendment, modification or termination is sought.
Whenever used herein, the words "Borrower" and "Lender" will be deemed to
include their respective heirs, personal representatives, executors, successors
and assigns.
This Note will be construed according to and governed by the laws of the
State of Maryland without regard to principles of conflict of laws.
The Borrower hereby acknowledges that the loan evidenced by this Note is a
Commercial Loan within the meanings of Sections 12-101(c) and 12-103(e) of the
Commercial Law Article of the Annotated Code of Maryland (1975 edition, as
amended).
IN WITNESS WHEREOF, this Note has been properly executed and sealed by the
Borrower on the day and year first written above.
WITNESS/ATTEST: BORROWER:
LONDONTOWN CORPORATION,
a Delaware corporation
/s/ By:/s/ Zachary C. Goldman (SEAL)
- ---------------------------------- --------------------------------
Assistant Secretary Zachary C. Goldman, Vice President and
Chief Financial Officer
The within Deed of Trust Note is secured by a first lien Deed of Trust on
property located in Carroll County, Maryland, by and among Borrower, Daniel L.
Wieneke and Jack N. Zemil, Trustees, and Lender.
I HEREBY CERTIFY that the within Deed of Trust Note is the Deed of Trust
Note described in the Deed of Trust, such Deed of Trust and the within Deed of
Trust Note having been executed in my presence.
/s/ Giovanna M. Young
---------------------------------
Notary Public
My Commission Expires:
July 1, 1990
- --------------------------
- 5 -
AMORTIZATION SCHEDULE
LONDONTOWN CORPORATION
PAYMENT INTEREST PRINCIPAL BALANCE IRR CALCULATION
------- -------- --------- ------- ---------------
0 14,000,000.00 (14,000,000.00)
1 137,430.07 119,583.33 17,846.74 13,982,153.26 137,430.07
2 137,430.07 119,430.89 17,999.18 13,964,154.09 137,430.07
3 137,430.07 119,277.15 18,152.92 13,946,001.17 137,430.07
4 137,430.07 119,122.09 18,307.98 13,927,693.19 137,430.07
5 137,430.07 118,965.71 18,464.36 13,909,228.83 137,430.07
6 137,430.07 118,808.00 18,622.07 13,890,606.76 137,430.07
7 137,430.07 118,648.93 18,781.14 13,871,825.62 137,430.07
8 137,430.07 118,488.51 18,941.56 13,852,884.06 137,430.07
9 137,430.07 118,326.72 19,103.35 13,833,780.71 137,430.07
10 137,430.07 118,163.54 19,266.53 13,814,514.18 137,430.07
11 137,430.07 117,998.98 19,431.09 13,795,083.09 137,430.07
12 137,430.07 117,833.00 19,597.07 13,775,486.02 137,430.07
13 137,430.07 117,665.61 19,764.46 13,755,721.56 137,430.07
14 137,430.07 117,496.79 19,933.28 13,735,788.28 137,430.07
15 137,430.07 117,326.52 20,103.55 13,715,684.73 137,430.07
16 137,430.07 117,154.81 20,275.26 13,695,409.47 137,430.07
17 137,430.07 116,981.62 20,448.45 13,674,961.02 137,430.07
18 137,430.07 116,806.96 20,623.11 13,654,337.91 137,430.07
19 137,430.07 116,630.80 20,799.27 13,633,538.64 137,430.07
20 137,430.07 116,453.14 20,976.93 13,612,561.72 137,430.07
21 137,430.07 116,273.96 21,156.11 13,591,405.61 137,430.07
22 137,430.07 116,093.26 21,336.81 13,570,068.80 137,430.07
23 137,430.07 115,911.00 21,519.07 13,548,549.73 137,430.07
24 137,430.07 115,727.20 21,702.87 13,526,846.86 137,430.07
25 137,430.07 115,541.82 21,888.25 13,504,958.60 137,430.07
26 137,430.07 115,354.85 22,075.22 13,482,883.39 137,430.07
27 137,430.07 115.166.30 22,263.77 13,460,619.61 137,430.07
28 137,430.07 114,976.13 22,453.94 13,438,165.67 137,430.07
29 137,430.07 114,784.33 22,645.74 13,415,519.93 137,430.07
30 137,430.07 114,590.90 22,839.17 13,392,680.76 137,430.07
31 137,430.07 114,395.81 23,034.26 13,369.646.51 137,430.07
32 137,430.07 114,199.06 23,231.01 13,346,415.50 137,430.07
33 137,430.07 114,000.63 23,429.44 13,322,986.06 137,430.07
34 137,430.07 113,800.51 23,629.56 13,299,356.50 137,430.07
35 137,430.07 113,598.67 23,831.40 13,275,525.10 137,430.07
36 137,430.07 113,395.11 24,034.96 13,251,490.14 137,430.07
37 137,430.07 113,189.81 24,240.26 13,277,249.88 137,430.07
38 137,430.07 112,982.76 24,447.31 13,202,802.57 137,430.07
39 137,430.07 112,773.94 24,656.13 13,178,146.44 137,430.07
40 137,430.07 112,563.33 24,866.74 13,153,279.70 137,430.07
41 137,430.07 112,350.93 25,079.14 13,128,200.56 137,430.07
42 137,430.07 112,136.71 25,293.36 13,102,907.21 137,430.07
43 137,430.07 111,920.67 25,509.40 13,077,397.80 137,430.07
44 137,430.07 111,702.77 25,727.30 13,051,670.50 137,430.07
45 137,430.07 111,483.02 25,947.05 13,025,723.45 137,430.07
46 137,430.07 111,261.39 26,168.68 12,999,554.77 137,430.07
47 137,430.07 111,037.86 26,392.21 12,973,162.57 137,430.07
48 137,430.07 110,812.43 26,617.64 12,946,544.93 137,430.07
49 137,430.07 110,585.07 26,845.00 12,919,699.93 137,430.07
50 137,430.07 110,355.77 27,074.30 12,892,625.63 137,430.07
51 137,430.07 110,124.51 27,305.56 12,865,320.07 137,430.07
52 137,430.07 109,891.28 27,538.79 12,837,781.27 137,430.07
53 137,430.07 109,656.05 27,774.02 12,810,007.25 137,430.07
54 137,430.07 109,418.81 28,011.26 12,781,995.99 137,430.07
55 137,430.07 109,179.55 28,250.52 12,753,745.47 137,430.07
56 137,430.07 108,938.24 28,491.83 12,725,253.6 137,430.07
57 137,430.07 108,694.87 28,735.20 12,696,518.45 137,430.07
58 137,430.07 108,449.43 28,980.64 12,667,537.81 137,430.07
59 137,430.07 108,201.89 29,228.18 12,638,309.62 137,430.07
60 137,430.07 107,952.23 29,477.84 12,608,831.78 137,430.07
61 137,430.07 107,700.44 29,729.63 12,579,102.15 137,430.07
62 137,430.07 107,446.50 29,983.57 12,549,118.58 137,430.07
63 137,430.07 107,190.39 30,239.68 12,518,878.90 137,430.07
64 137,430.07 106,932.09 30,497.98 12,488,380.92 137,430.07
65 137,430.07 106,671.59 30,758.48 12,457,622.43 137,430.07
66 137,430.07 106,408.86 31,021.21 12,426,601.22 137,430.07
67 137,430.07 106,143.89 31,286.18 12,395,315.04 137,430.07
68 137,430.07 105,876.65 31,553.42 12,363,761.62 137,430.07
69 137,430.07 105,607.13 31,822.94 12,331,938.68 137,430.07
70 137,430.07 105,335.31 32,094.76 12,299,843.92 137,430.07
71 137,430.07 105,061.17 32,368.90 12,267,475.01 137,430.07
72 137,430.07 104,784.68 32,645.39 12,234,829.62 137,430.07
73 137,430.07 104,505.84 32,924.23 12,201,905.39 137,430.07
74 137,430.07 104,224.61 33,205.46 12,168,699.93 137,430.07
75 137,430.07 103,940.98 33,489.09 12,135,210.84 137,430.07
76 137,430.07 103,654.93 33,775.14 12,101,435.69 137,430.07
77 137,430.07 103,366.43 34,063.64 12,067,372.05 137,430.07
78 137,430.07 103,075.47 34,354.60 12,033,017.45 137,430.07
79 137,430.07 102,782.02 34,648.05 11,998,369.41 137,430.07
80 137,430.07 102,486.07 34,944.00 11,963,425.41 137,430.07
81 137,430.07 102,187.59 35,242.48 11,928,182.93 137,430.07
82 137,430.07 101,886.56 35,543.51 11,892,639.42 137,430.07
83 137,430.07 101,582.96 35,847.11 11,856,792.32 137,430.07
84 137,430.07 101,276.77 36,153.30 11,820,639.01 137,430.07
85 137,430.07 100,967.96 36,462.11 11,784,176.90 137,430.07
86 137,430.07 100,656.51 36,773.56 11,747,403.34 137,430.07
87 137,430.07 100,342.40 37,087.67 11,710,315.68 137.430.07
88 137,430.07 100,025.61 37,404.46 11,672,911.22 137.430.07
89 137,430.07 99,706.12 37,723.95 11,635,187.27 137.430.07
90 137,430.07 99,383.89 38,046.18 11,597,141.09 137,430.07
91 137,430.07 99,058.91 38,371.16 11,558,769.93 137,430.07
92 137,430.07 98,731.16 38,698.91 11,520,071.02 137.430.07
93 137,430.07 98,400.61 39,029.46 11,481,041.56 137,430.07
94 137,430.07 98,067.23 39,362.84 11,441,678.72 137.430.07
95 137,430.07 97,731.01 39,699.06 11,401,979.65 137,430.07
96 137,430.07 97,391.91 40,038.16 11,361,941.49 137,430.07
97 137,430.07 97,049.92 40,380.15 11,321,561.34 137,430.07
98 137,430.07 96,705.00 40,725.07 11,280,836.27 137,430.07
99 137,430.07 96,357.14 41,072.93 11,239,763.35 137,430.07
100 137,430.07 96,006.31 41,423.75 11,198,339.59 137,430.07
101 137,430.07 95,652.48 41,777.59 11,156,562.00 137,430.07
102 137,430.07 95,295.63 42,134.44 11,114,427.57 137,430.07
103 137,430.07 94,935.74 42,494.33 11,071,933.23 137,430.07
104 137,430.07 94,572.76 42,857.31 11,029,075.92 137,430.07
105 137,430.07 94,206.69 43,223.38 10,985,852.54 137,430.07
106 137,430.07 93,837.49 43,592.58 10,942,259.96 137,430.07
107 137,430.07 93,465.14 43,964.93 10,898,295.03 137,430.07
108 137,430.07 93,089.60 44,340.47 10,853,954.57 137,430.07
109 137,430.07 92,710.86 44,719.21 10,809,235.36 137,430.07
110 137,430.07 92,328.89 45,101.18 10,764,134.17 137,430.07
111 137,430.07 91,943.65 45,486.42 10,718,647.75 137,430.07
112 137,430.07 91,555.12 45,874.95 10,672,772.79 137,430.07
113 137,430.07 91,163.27 46,266.80 10,626,505.99 137,430.07
114 10,717,273.26 90,768.07 10,626,505.19 0.80 10,717,273.26
10.25