Promissory Note - Schuff Steel Co. and 19th Avenue/Buchanan LP
$4,249,062.00 PHOENIX, ARIZONA
DATED: DECEMBER 31, 1989
FOR VALUE RECEIVED, SCHUFF STEEL COMPANY, an Arizona corporation
('Maker'), promises to pay to the order of 19th AVENUE/BUCHANAN LIMITED
PARTNERSHIP, an Arizona limited partnership ('Payee'), at 420 South 19th Avenue,
Phoenix, Arizona 85009 (or at such other place as the holder hereof may
designate), the principal sum of Four Million Two Hundred Forty Nine Thousand
Sixty Two Dollars ($4,249,062.00), together with interest computed as
hereinafter provided. Principal, interest and all other sums payable hereunder
are to be paid in lawful money of the United States of America.
IN CONSIDERATION of this promissory note, the payee has cancelled
and deemed to have been paid as of the date hereof the following promissory
notes of the maker:
1. Promissory Note dated June 26, 1986 in the original principal
amount of One Million Fifty Thousand Dollars
($1,050,000.00), the unpaid balance of which as of the date
hereof is $805,000.00.
2. Promissory Note dated March 8, 1988 in the original principal
amount of Three Million Five Hundred Thousand Dollars
($3,500,000.00), the unpaid balance of which as of the date
hereof is $3,444,062.00.
PAYMENTS: The aggregate principal outstanding under this Note shall
be payable in fifty three (53) initial monthly principal payments of Twelve
Thousand Thirty Seven Dollars ($12,037.00), based upon an assumed three hundred
fifty three (353) month amortization period, commencing on January 31, 1990 and
on the last day of each and every consecutive month thereafter until May 31,
1994 ('Maturity'), at which time all remaining unpaid principal and interest,
and all other amounts payable hereunder, shall be paid in full.
INTEREST: Interest under this Note shall be payable on the unpaid
balance outstanding at an annual rate of two and one-half (2-1/2) percentage
points above the interest rate announced by MeraBank, A Federal Savings Bank,
from time to time as its prime interest rate. Interest shall be payable monthly
commencing on January 31, 1990 and on the last day of each and every consecutive
month thereafter until Maturity, at which time all remaining unpaid principal
and interest, and all other amounts payable hereunder, shall be paid in full.
PREPAYMENT: Maker shall have the privilege of prepaying the unpaid
principal balance of this Note, or any portion thereof, together with accrued
interest thereon, at any time without premium or penalty.
DEFAULT: If Maker defaults in timely payment of any installment of
interest due under this Note on the due date thereof, or if Maker defaults in
the repayment of the entire principal balance plus accrued interest, interest
shall then be computed on the entire unpaid principal balance of this Note plus
accrued interest at the rate of eighteen percent (18%) per annum for the period
from the date of default to the date of payment.
NON-WAIVER: Neither the failure or any delay on the part of the
holder of this Note to exercise any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right, power or privilege preclude any other right, power or privilege.
PRESENTMENT, ETC.: Maker and any subsequent endorser or guarantor
hereof hereby waive presentment for payment, notice of nonpayment, notice of
protest, protest, and notice of dishonor.
NOTICES: Any notice which the holder of this note may desire or may
be required to give to Maker shall be given by certified or registered United
States mail, postage prepaid, return receipt requested, and addressed to Maker
Schuff Steel Company
P.O. Box 39670
Phoenix, AZ 85069
Maker may change the address for notices by written notice to the holder hereof
delivered at the place for payment hereof.
COLLECTION EXPENSES: If this Note is not paid as agreed and the
holder hereof undertakes collection of the indebtedness evidenced hereby, Maker
agrees to pay all costs incurred by the holder in collecting the same, including
reasonable attorney's fees.
BINDING EFFECT: All the foregoing promises are the promises of Maker
and shall bind Maker, its successors and assigns.
TIME: Time is of the essence with regard to the terms of this Note.
ARIZONA LAW: This Note shall be construed in accordance with and
governed by the laws of the State of Arizona.
SCHUFF STEEL COMPANY,
an Arizona corporation
By its execution hereof, 19th Avenue/Buchanan Limited Partnership hereby
acknowledges satisfaction in full of that certain promissory note in the
original principal amount of One Million Fifty Thousand Dollars ($1,050,000.00)
dated June 26, 1986, and that certain promissory note in the original principal
amount of Three Million Five Hundred Thousand Dollars ($3,500,000.00) dated
March 8, 1988.
19th Avenue/Buchanan Limited Partnership
an Arizona limited partnership