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Document Preview Promissory Note |
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Title: |
Promissory Note |
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Entities: |
Citibank, NA; Citicorp USA, Inc.; Mission West Properties Inc.; International Swap Dealers Association Inc.; International Swaps & Derivatives Association, Inc.; Bank of New York |
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Date: |
2003 |
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Size: |
Preview shows 4KB of 29KB total |
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Price: |
$35 |
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ID: |
#261234 |
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PROMISSORY NOTE
$80,000,000 April 8, 2003
Sacramento, California
1. FOR VALUE RECEIVED, the undersigned, MISSION WEST PROPERTIES, L.P., a
Delaware limited partnership ("Borrower"), HEREBY PROMISES TO PAY to the order
of CITICORP USA, INC., a Delaware corporation (the "Lender"):
(a) the principal sum of EIGHTY MILLION DOLLARS ($80,000,000) on
August 7, 2003 (the "Maturity Date"); and
(b) interest on any and all principal amounts remaining unpaid
hereunder from time to time from the date hereof until payment in full
hereof (after as well as before judgment, and whether before or after the
commencement of any bankruptcy proceeding in respect of Borrower), to be
calculated and paid as set forth below.
On the Maturity Date, in addition to the remaining principal balance, all other
sums then remaining unpaid hereunder, whether of interest, expenses, or other
amounts, shall be due and payable in full.
2. As used in this Note, the following terms shall have the following
meanings:
"Bank" means Citibank, N.A.
"Base Rate" means an interest rate per annum equal to the higher of (a) the
rate of interest announced publicly by Bank, in New York, New York from time to
time, as its base rate, or (b) the sum (adjusted to the nearest one-quarter of
one percent (.25%) or, if there is no nearest one-quarter of one percent (.25%),
to the next higher one-quarter of one percent (.25%)) of (1) one-quarter of one
percent (.25%) per annum, plus (2) the rate per annum obtained by dividing (x)
the latest three-week moving average of secondary market morning offering rates
in the United States for three-month certificates of deposit of major United
States money market banks, such three-week moving average being determined
weekly on each Monday (or, if any such day is not a Business Day, on the next
succeeding Business Day) for the three-week period ending on the previous Friday
by Bank on the basis of such rates reported by certificate of deposit dealers
to, and published by, the Federal Reserve Bank of New York or, if such
publication shall be suspended or terminated, on the basis of quotations for
such rates received by Bank from three New York certificate of deposit dealers
of recognized standing selected by Bank by a percentage equal to one hundred
percent (100%) minus the Reserve Percentage for such three-week period, plus (3)
the Assessment Rate for such three-week period. The "Reserve Percentage" for any
three-week period is the average of the daily percentages specified during such
three-week period by the Federal Reserve Board for determining the maximum
reserve requirement (including, but not limited to, any emergency, supplemental
or other marginal reserve requirement) for Bank in respect of liabilities which
consist of or which include among other liabilities) three monthly dollar
nonpersonal time deposits in the United States. The "Assessment Rate" for any
three-week period is the average during such three-week period of the annual
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