ALLONGE TO PROMISSORY NOTE
Effective as of
April 16, 2018, that certain Promissory Note, bearing a dated date
of December 11, 2017, made by HC Government Realty Holdings, L.P.
and payable to Baker Hill Holdings, LLC in the original principal
amount of $500,000.00, a specimen copy of which is attached hereto
as Exhibit A (the
is amended, as follows:
“Maturity Date”, as defined in the HCGRH Note is
changed to, and the HCGRH Note is amended to provide that, the
Maturity Date thereof is May 1, 2019, and if all principal and
accrued interest has not been paid and satisfied in full on or
before such date, then and in such event the outstanding principal
balance of this Note from and after such date shall bear interest
at the rate of eleven percent (11.0%) per annum until paid and
satisfied in full.
undersigned holder of the HCGRH Note hereby certifies that he, she
or it is the holder of the HCGRH Note, which is free and clear of
any encumbrances and has not been assigned, pledged, hypothecated
or otherwise transferred in whole or in part by the undersigned,
who or which consents to the change and amendment made
GOVERNMENT REALTY HOLDINGS, L.P.
Government Realty Trust, Inc.
/s/ Robert R.
HILL HOLDINGS, LLC
Allonge shall be deemed to be, and shall be a part of, the HCGRH
Note whether or not physically attached thereto.
December 11, 2017
VALUE RECEIVED, HC Government Realty Holdings, L.P., a Delaware
limited partnership (“Borrower”),
promises to pay to the order of Baker Hill Holding, LLC (the
the principal amount of Five Hundred Thousand and 00/100 U.S.
Dollars ($500,000.00), plus interest on the balance remaining from
time to time unpaid in like money at the rate Eight & 00/100
percent (8.00%) per annum, (the “Rate”).
Accrued interest at the Rate will be calculated on the basis of a
360-day year and shall be paid monthly in arrears for the actual
number of days elapsed, the first such
interest payment being due and payable on January 2, 2018 and
thereafter on the first day of each succeeding month (if the first
day of any such month is not a business day, which is a weekday
that is not a holiday and on which financial institutions and other
deposit gathering institutions in the Borough of Manhattan, City
and State of New York are open for business generally, then the
interest payment otherwise due on such first day of the month shall
be paid on the next succeeding business day) through and including
June 11, 2018 (the “Maturity
Date”), on which date, if
not sooner paid, as hereinafter provided, the entire outstanding
principal balance of this Promissory Note (this
together with accrued but unpaid interest thereon, shall become and
be due and payable in full.
Borrower may prepay the outstanding principal balance of this Note,
notwithstanding anything to the contrary contained herein, in whole
or in part, together with any interest accrued on the outstanding
principal balance hereof at the Rate that is unpaid to the time of
prepayment, at any time before the Maturity Date without penalty or
premium of any kind. All payments made under this Note shall be
applied first to accrued and unpaid interest and then to
Each of the following shall constitute an “Event of
by Borrower to pay any principal of, or interest on, the
Note when due, whether at maturity or by reason of acceleration
following a default or otherwise, which default is not cured by
Borrower on or before the expiration of ten (10) days after the due
date therefor; or
of any of Borrower’s representations, warranties or covenants
contained herein, which default is not cured by Borrower on or
before the expiration of thirty (30) days after written notice from
Remedies. Upon the
occurrence of an Event of Default hereunder and at any time
thereafter, the Lender may declare the entire outstanding principal
balance of this Note and all accrued but unpaid interest thereon to
be immediately due and payable without presentment, demand,
protest, notice of dishonor or any other notice of any kind (except
as otherwise expressly provided herein). The rights and remedies of
Lender following the occurrence of an Event of Default hereunder
shall be cumulative, and no failure or delay by Lender in
exercising any such right or remedy shall be deemed a waiver
thereof or of any other right or remedy which Lender may have
against Borrower, whether at law, in equity or by
Law; Consent to Jurisdiction and Venue. This Note shall be
construed and enforced under the laws of the State of Delaware
applicable to contracts to be wholly performed therein. Borrower
and Lender (by accepting this Note) irrevocably consent to the
jurisdiction of the state and federal courts sitting in or for the
City of Wilmington, Delaware, for any litigation instituted against
Borrower by Lender which arises out of, or is in any way connected
with, this Note. Borrower and Lender (by accepting this Note)
further agree that venue for any such action shall lie exclusively
with such courts sitting in the City of Wilmington, Delaware,
unless Borrower and Lender otherwise agree in writing.
Loss of Note. Upon
receipt of evidence satisfactory to Borrower of the loss, theft,
destruction or mutilation of this Note, and of indemnity reasonably
satisfactory to Borrower if lost, stolen or destroyed, and upon
surrender and cancellation of this Note if mutilated, Borrower
shall execute and deliver to Lender a new Note of like date, tenor
of Presentment, Etc. Borrower waives presentment, demand,
notice, protest and all other demands and notices in connection
with the delivery, acceptance, performance, default or enforcement
of this Note, and assents to any extension or postponement of the
time of payment or any other indulgence, to any substitution,
exchange or release of collateral available to Lender, if any, and
to the addition or release of any other party or person primarily
or secondarily liable.
Note may only be amended or modified by an instrument in writing
subscribed by the Lender and the
notices required to be given under the terms of this Note shall be
given in writing by United States certified or registered mail,
postage prepaid, return receipt requested, by email, or by
overnight private courier, addressed to the party to be served at
the address below:
Government Realty Holdings, LP
HC Government Realty Trust, Inc.,
Attention: Edwin M.
Baker Hill Holding,
New York 11803
The section references contained in this Note are for reference
purposes only and shall not influence the interpretation or
construction of this Note.
WITNESS WHEREOF, Borrower has executed this Note effective as of
the date and year first above written.
Government Realty Holdings, L.P., a
HC Government Realty Trust, Inc.
Its: General Partner
/s/ Robert R. Kaplan
Name: Robert R.