EXHIBIT 10.20
PROMISSORY NOTE
$3,002,093.75 Dated: January 5, 2001
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FOR VALUE RECEIVED, the undersigned hereby promises to pay to Urstadt
Biddle Properties Inc., (the "Company") or order, on January 5, 2011 or upon
acceleration or extension of the maturity hereof as provided below, the sum of
Three Million Two Thousand Ninety-three and 75/100 Dollars ($3,002,093.75) with
interest from the date hereof, computed on the basis of a 365-day year, on the
principal amount hereof from time to time unpaid at a per annum rate of six and
92/100 percent (6.92%); and with interest on overdue principal and, to the
extent permitted by applicable law, on overdue installments of interest at a
rate which shall at all times be equal to the interest rate then applicable on
this Note (as set forth above) plus 1/2% per annum. Said interest shall be
payable quarterly on March 31, June 30, September 30 and December 31 of each
year, except that all accrued interest shall be paid in full at the stated or
accelerated or extended maturity hereof or upon prepayment in full hereof.
All payments hereunder shall be made at the principal office of Urstadt
Biddle Properties Inc. in Greenwich, Connecticut or as otherwise directed from
time to time in writing by the Company.
The principal amount of this Note is prepayable at any time, in whole
or in part, without premium or penalty, provided that all prepayments hereof
shall be in amounts of not less than $5,000 or, if less, such amount as is
necessary to prepay in full the then outstanding principal amount of this Note.
Upon the occurrence of any of the following events ("Events of
Default"), the entire outstanding principal amount hereof and all interest
accrued thereon shall, except as provided in the following paragraph, become
immediately due and payable:
(i) Failure by the maker hereof to pay principal of or interest on this Note
when such payment is due, and for a period of five business days
thereafter; or
(ii) The employment of the maker hereof by the Company is terminated for any
reason, voluntarily or involuntarily, by such maker or by the Company; or
(iii)The filing of a petition in bankruptcy (or commencement of a bankruptcy or
similar proceeding) by or against the maker hereof under any applicable
bankruptcy, insolvency, reorganization or similar law now or hereafter in
effect.
In the event that the employment of the maker hereof by the Company is
terminated by such maker or by the Company for any reason other than the maker's
dishonesty, the maturity of this Note shall be extended, subject to acceleration
as provided below, to the date which is seven (7) months after the date on which
the maker's employment by the Company is terminated; and if the employment of
the maker hereof is so terminated within one year following a Change of Control
(as that term is defined in the Stock Option Plan of the Company, as from time
to time in effect), the maturity of this Note shall be extended, subject to
acceleration as provided below, to the earlier of (a) that date which is one
year and 31 days after the date of such termination or (b) the third anniversary
of the date of this Note.
This Note is entitled to the benefits and security of a certain Stock
Pledge Agreement of even date herewith, as from time to time in effect, between
the maker hereof and the Company.
This Note shall be governed by and construed in accordance with the
laws of The State of New York.
The parties hereto, including the undersigned maker and all guarantors
and endorsers, hereby waive presentment, demand, notice, protest and all other
demands and notices in connection with the delivery, acceptance, performance and
enforcement of this Note, and assent to extensions of time of payment or
forbearance or other indulgence without notice.
Willing L. Biddle
Witnessed:
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STOCK PLEDGE AGREEMENT
PLEDGE AGREEMENT dated as of January 5, 2001 (this "Agreement") by and between
Willing L. Biddle ("the Pledgor"), and Urstadt Biddle Properties Inc. as Pledgee
(the "Company").
WITNESSETH:
WHEREAS, the Pledgor is this day borrowing Three Million Two Thousand
Ninety-three and 75/100 Dollars ($3,002,093.75) from the Company for the purpose
of funding the exercise price of the Pledgor's option(s) to purchase Four
Hundred Nineteen Thousand (419,000) Common Shares, par value $.01 per share
("Common Shares") and Nineteen Thousand (19,000) Class A Common Shares, par
value $.01 per share ("Class A Common Shares") of the Company, in consideration
for which the Pledgor is delivering to the Company a promissory note of even
date herewith, as from time to time in effect, in the original principal amount
of $3,002,093.75 (the "Note"); and
WHEREAS, as an inducement to the Company to accept the Note, the Pledgor has
agreed to secure the due and punctual performance of the Pledgor's obligations
under the Note by a pledge of 419,000 Common Shares and 19,000 Class A Common
Shares of the Company (the "Pledged Stock");
NOW, THEREFORE, the parties hereto in consideration of these premises, hereby
agree as follows:
1. Pledge. As security for the Secured Obligations described in Section 2 below,
the Pledgor hereby irrevocably mortgages, pledges and assigns to the Company and
creates in the Company a security interest in all the right, title and interest
which the Pledgor now has or may hereafter have in the Pledged Stock and the
proceeds and products thereof (all of which shall be hereinafter referred to as
the "Security"). Simultaneously herewith, the Pledgor is delivering to the
Company certificates representing the Pledged Stock, which certificates have
been duly endorsed in blank or accompanied by stock powers executed in blank.
2. Secured Obligations. This Agreement and the Security from time to time held
hereunder shall secure the due and punctual payment by the Pledgor of principal
of and interest on the Note; and the due and punctual payment and performance of
any and all other obligations of the Pledgor under the Note or any other
agreement or instrument executed and delivered pursuant thereto or in connection
therewith.
3. Stock Adjustments, Warrants, Etc. In the event that during the term of this
Agreement, any stock dividend, reclassification, stock split, readjustment,
warrant, option or right to acquire shares is issued by the Company or made with
respect to the Security or any part thereof, the Pledgor agrees that all such
new, substituted or additional Common Shares, Class A Common Shares or other
securities received by the Pledgor with respect to the Security shall be
promptly delivered to and held by the Company under the terms of this Agreement
in the same manner as the Security originally pledged hereunder and such shares
or other securities shall thereupon be included in the term "Security" as
defined herein.
4. Representations. The Pledgor hereby represents and warrants that (i) there
are no restrictions on the transfer of the Security; (ii) the Pledgor is the
sole owner of the Security and has the unqualified right to transfer, pledge and
assign the Security to the Company; and (iii) there are no outstanding liens,
encumbrances or claims to the Security.
5. Voting Rights, Dividends, Etc. Unless and until an Event of Default (as
defined in the Note) shall have occurred, the Pledgor shall have the right to
vote the Security on all questions for all purposes not inconsistent with the
terms of this Agreement or the Note, and the Company, if so requested, will
execute appropriate revocable proxies therefor. Unless and until such an Event
of Default shall have occurred, the Pledgor shall be entitled to receive and
retain for the Pledgor's own account any and all dividends (other than stock or
liquidating dividends) at any time and from time to time declared upon the
Security. Upon the occurrence of any Event of Default, the Company shall
thereafter be entitled to exercise all voting rights pertaining to the Security,
and all proxies theretofore executed by the Pledgor shall terminate and
thereafter be of no effect whatsoever, and the Company shall be entitled to
receive and retain any and all dividends at any time declared upon any of the
Security and to hold such dividends as part of the Security or apply them in its
sole discretion.
6. Default. Upon the occurrence of any Event of Default or at any time or times
thereafter, the Company shall have all of the rights and remedies of a secured
party under the Uniform Commercial Code and shall have full power and authority
to sell or otherwise dispose of the Security or any part thereof. Any such sale
or other disposition, subject to the provisions of applicable law, may be by
public or private proceedings and may be made by one or more contracts, as a
unit or in parcels, at such time and place, by such method, in such manner and
on such terms as the Company may determine. Except as required by law, such sale
or other disposition may be made without advertisement or notice of any kind to
any person. Where reasonable notification of the time or place of such sale or
other disposition is required by law, such requirement shall be met if such
notice is mailed, postage prepaid, at least 7 days before the time of such sale
or other disposition to each person entitled thereto at each such person's last
address known to the Company. The Company or any holder of the obligations
secured hereby may buy any or all of the Security upon any public sale thereof.
After deducting all costs and expenses of collection, custody, sale or other
disposition or delivery (including legal costs and reasonable attorneys' fees)
and all other charges due against the Security, the residue of the proceeds of
any such sale or other disposition shall be applied to the payment of the Note
and any surplus shall be returned to the Pledgor.
7. Payment of Taxes, Charges, Etc. The Company may discharge any taxes, charges,
assessments, security interests, liens or other encumbrances upon the Security
or otherwise protect the value thereof, and all such expenditures incurred by
the Company shall become payable by the Pledgor to the Company upon demand and
shall be secured by the Security.
8. Duties with Respect to Security. Except as provided by applicable law which
may not be waived, the Company shall have no duty with respect to the Security
other than the duty to use reasonable care in the custody and physical
preservation of any certificates representing Pledged Stock in its possession.
9. Waivers. The Pledgor hereby waives notice of the acceptance of this Agreement
as well as presentment, demand, payment, notice of dishonor or protest and all
other notices of any kind in connection with the obligations secured hereby. The
Company may extend the terms of the obligations secured hereby, without giving
the Pledgor notice of the same hereunder and the Pledgor hereby agrees that no
consent thereto shall be required hereunder. In addition, the Company may
release, supersede, exchange or modify any other collateral security it may from
time to time hold and release, surrender or modify the liability of any third
party, without giving notice hereunder to the Pledgor. Such modifications,
changes, renewals, releases or other actions shall in no way affect the
Pledgor's obligations hereunder. The Pledgor hereby further waives and releases
(i) any right of subrogation or other similar right which the Pledgor might have
against the Security by reason of any action or actions taken by the Company
hereunder, (ii) any right which the Pledgor might have to require the Company to
proceed against the Security or any other collateral security for the
obligations secured hereby, and (iii) any requirement of diligence or promptness
on the part of the Company in the enforcement of any of its rights hereunder or
under the Note.
10. Transfer Expenses, Etc.. The Pledgor agrees to pay, and to indemnify and
hold harmless the Company from and against, all costs and expenses (including
taxes, if any) arising out of or incurred in connection with any transfer of
Security into or out of the name of the Company arising out of or incurred in
connection with the performance by the Company of its rights hereunder.
11. Statement as to Default. The Pledgor acknowledges to and agrees with any
purchaser of Security at a foreclosure sale that any written statement by the
Company or any person representing the Company asserting the occurrence of an
Event of Default as the authorization for the exercise of the rights of the
Company hereunder shall be conclusively presumed to be true.
2. Modification. This Agreement represents the entire understanding of the
parties with respect to the security interests created hereby and may not be
modified or amended without the prior written consent of the parties hereto.
13. Rights. Each and every right granted to the Company hereunder or by law
shall be cumulative and may be exercised from time to time. No failure on the
part of the Company to exercise or any delay in exercising any right shall
operate as a waiver thereof, nor shall a single or partial exercise by the
Company of any right preclude any other exercise thereof or the exercise of any
other right. No course of conduct or dealing shall constitute a waiver of any of
the Company's rights hereunder or otherwise.
14. Termination. Provided that no Event of Default shall have occurred and be
continuing, the Company's security interest in the Security shall terminate and
the Company shall deliver the Security to, or as designated by, the Pledgor upon
payment in full of the principal and interest on the Note and all other amounts
due under the Note.
15. Binding Effect, Etc. This Agreement shall be binding upon the Pledgor and
the Pledgor's executors, administrators and assigns and shall be governed as to
its validity, interpretation and effect by the laws of the State of New York.
This Agreement may be executed in any number of counterparts, and by different
parties on separate counterparts all of which together shall constitute one
instrument.
16. Defined Terms. Terms not otherwise defined herein shall have the meanings
set forth in the Note.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first above written.
Willing L. Biddle, as Pledgor
Urstadt Biddle Properties Inc., as Pledgee
By:
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James R. Moore
Executive Vice President