{"id":41216,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/promissory-note-anntaylor-distribution-services-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"promissory-note-anntaylor-distribution-services-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/promissory-note-anntaylor-distribution-services-inc-and.html","title":{"rendered":"Promissory Note &#8211; AnnTaylor Distribution Services Inc. and General Electric Capital Assurance Co."},"content":{"rendered":"<pre>                        PROMISSORY NOTE\n\n\n$7,000,000.00                                November 20, 1995\n                                            Louisville, Kentucky\n                                              GECA Loan No. 2331\n\n1.  Promise to Pay.\n    ---------------\n\n     FOR  VALUE  RECEIVED, the undersigned,  ANNTAYLOR,  INC.,  a\nDelaware corporation, and ANNTAYLOR DISTRIBUTION SERVICES,  INC.,\na  Delaware  corporation (collectively 'Borrower'),  jointly  and\nseverally, promise to pay in lawful money of the United States of\nAmerica  to  the  order  of  GENERAL ELECTRIC  CAPITAL  ASSURANCE\nCOMPANY,  a  Delaware corporation ('Lender'), at P. O.  Box  490,\nSeattle, Washington 98111-0490, or such other place either within\nor  without  the State of Washington as Lender may  designate  in\nwriting from time to time, the principal sum of Seven Million and\nNo\/100  Dollars  ($7,000,000.00), with  interest  from  the  date\nhereof  on  the  unpaid principal balance at the rate  set  forth\nbelow.\n\n\n\n2.  Interest.\n    ---------\n\n     Interest shall accrue on the unpaid principal balance  at  a\nrate  from  the  date hereof to the Maturity Date  at  Seven  and\nOne-Half Percent (7.5%) per annum.\n\n\n\n3.  Payments and Term.\n    -----------------\n\n    Principal and interest shall be due and payable as follows:\n\n        (a)   A payment of all interest to accrue hereon from the\n        Disbursement Date to and including the last  day  of  the\n        month during which the Disbursement Date occurs shall  be\n        due  and  payable on the Disbursement Date.  For purposes\n        hereof,  the  'Disbursement Date' shall be  the  date  on\n        which disbursement of loan proceeds occurs.\n\n        (b)    Monthly payments of principal and interest in  the\n        sum  of Sixty-four Thousand Eight Hundred Ninety-one  and\n        No\/100 Dollars ($64,891.00) each shall be due and payable\n        on  the  first day of each calendar month, commencing  on\n        the  first day of the second calendar month following the\n        Disbursement Date and continuing on the first day of each\n        calendar  month thereafter to and including  December  1,\n        1997.\n\n        (c)    Monthly payments of principal and interest in that\n        amount  which would be sufficient to amortize  the  then-\n        remaining  principal balance hereon  as  of  December  1,\n        1997, at the interest rate over an amortization period of\n        five  (5)  years shall be due and payable beginning  with\n        the   monthly  payment  due  on  January  1,  1998,   and\n        continuing  on  the  first day  of  each  calendar  month\n        thereafter to and including November 1, 2002.\n\n        (d)   The entire indebtedness evidenced by this Note,  if\n        not sooner paid, shall be due and payable on November 30,\n        2002, the Maturity Date.\n\n    All payments on account of the indebtedness evidenced by this\nNote  shall  be  first applied to interest, costs and  prepayment\nfees  (if any) and then to principal.  Interest shall be computed\non  the  basis  of  a 360-day year consisting  of  twelve  30-day\nmonths,  except that interest for a portion of a month  (such  as\nmay be required under paragraph 3 (a) above) shall be computed on\nthe  basis  of  a 365-day year (or a 366-day year during  a  leap\nyear).\n\n\n\n4.  Prepayment.\n    ----------\n\n     The  indebtedness evidenced by this Note may be prepaid,  in\nwhole  or  in part, upon three (3) days prior written  notice  to\nLender  and upon payment of a prepayment fee calculated in  accor\ndance with the following schedule:\n\nLoan\nYear                    Prepayment Fee\n- - ----                    ---------------\n  1           FIVE PERCENT (5%) of principal prepaid\n  2           FIVE PERCENT (5%) of principal prepaid\n  3           FOUR PERCENT (4%) of principal prepaid\n  4           THREE PERCENT (3%) of principal prepaid\n  5           TWO PERCENT (2%) of principal prepaid\n  6           ONE PERCENT (1%) of principal prepaid\n  7           NO PREPAYMENT FEE REQUIRED\n\n     Provided,  however, that there shall be  no  prepayment  fee\npayable  on principal prepaid during the last sixty (60) days  of\nthe  term of this Note.  Any partial prepayment shall be  applied\nupon payments due hereon in the inverse order of their respective\ndue  dates.  For purposes hereof, the term 'Loan Year' means each\nsuccessive  period  of twelve (12) months, with  the  first  such\nperiod beginning on December 1, 1995.\n\n\n\n5.  Restrictions on Transfer and Encumbrance.\n    ------------------------------------------\n\n     Borrower and Lender acknowledge and agree that the  Mortgage\nreferred to in paragraph 9 below contains the following paragraph\n4.1:\n\n         4.1   Restrictions on Transfer or Encumbrance of the Property.   \n               --------------------------------------------------------\n                If  the  Property  or  any  part  thereof  or\n    interest  therein shall be encumbered, sold (by  contract\n    or  otherwise),  conveyed,  or otherwise  transferred  by\n    Mortgagor,  or  if  without  Mortgagee's  prior   written\n    consent there shall be any change in the ownership of any\n    stock interest in a corporate Mortgagor, in the ownership\n    of  any  general partnership interest in any  general  or\n    limited partnership Mortgagor or in the ownership of  any\n    beneficial interest in any other Mortgagor which is not a\n    natural  person  or  persons, or if  without  Mortgagee's\n    prior  written consent there shall be any change  in  the\n    ownership of any such stock, general partnership or other\n    beneficial  interest in any corporation,  partnership  or\n    other  entity,  organization or association  directly  or\n    indirectly owning an interest in Mortgagor, then the same\n    shall  be deemed to be a 'Transfer' for purposes of  this\n    paragraph.   In  the event of such a Transfer,  Mortgagee\n    may,  at  its  sole  option,  declare  such  Transfer  to\n    constitute  an event of default under this  Mortgage  and\n    invoke  any remedy or remedies provided for in  paragraph\n    8.1  hereof or may, at its sole option, consent  to  such\n    Transfer   and  increase  the  interest   rate   on   the\n    indebtedness  secured hereby.  Neither of  the  foregoing\n    options  shall apply, however, in the case of a  Transfer\n    (a)  by  devise or descent or operation of law  upon  the\n    death  of  an  individual  Mortgagor,  a  partner  of   a\n    partnership  Mortgagor,  a  shareholder  of  a  corporate\n    Mortgagor,  the  owner of a beneficial  interest  of  any\n    other  Mortgagor which is not a natural  person,  or  the\n    owner  of  any  stock,  partnership or  other  beneficial\n    interest in any corporation, partnership or other entity,\n    organization or association directly or indirectly owning\n    an  interest  in Mortgagor, provided that  following  the\n    Transfer  the  person(s) and\/or firm(s) having  effective\n    managerial   control  of  the  Property  are   reasonably\n    satisfactory to Mortgagee, (b) a Transfer of the Property\n    or  any portion thereof to AnnTaylor, Inc. or any of  its\n    subsidiaries, (the 'Permitted Transferees'), so  long  as\n    the  transfer is subject to this Mortgage in all respects\n    and  the  Permitted Transferee has executed and delivered\n    to   the  Mortgagee  such  documents  as  are  reasonably\n    requested  to  give effect thereto, or (c)  transfers  of\n    shares  of stock in AnnTaylor Stores Corporation so  long\n    as  its  stock  is publicly traded on a recognized  stock\n    exchange.\n\n\n\n6.  Default.\n    --------\n\n        (a)    The occurrence of any one or more of the following\n        shall constitute an event of default under this Note:\n\n                  (i)    Failure to make any payment of principal\n              or  interest  when  due  hereon,  followed  by  the\n              failure  to make such payment within ten (10)  days\n              after  written notice thereof given to Borrower  by\n              Lender; provided, however, that Lender shall not be\n              obligated to give Borrower written notice prior  to\n              exercising  its  remedies  with  respect  to   such\n              default  if  Lender  had  twice  previously   given\n              Borrower  during  that calendar year  a  notice  of\n              default  for failure to make a payment of principal\n              or interest hereon.\n\n                  (ii)    The  occurrence of any other  event  of\n              default under the Mortgage referred to in paragraph\n              9 below.\n\n        (b)    Time  is of the essence.  If an event  of  default\n        occurs  under this Note, (i) the entire principal balance\n        hereof  and all accrued interest shall, at the option  of\n        Lender, without notice, bear interest at a rate from time\n        to  time  equal to five (5) percentage points  over  what\n        would  otherwise  be the Note rate (or the  maximum  rate\n        permitted  by  applicable law if that is less)  from  the\n        date  of the event of default until such event of default\n        is cured and (ii) the entire principal balance hereof and\n        all  accrued  interest shall immediately become  due  and\n        payable   at  the  option  of  Lender,  without   notice.\n        Lender's  failure to exercise any option hereunder  shall\n        not constitute a waiver of the right to exercise the same\n        for any subsequent event of default.\n\n\n\n7.  Late Charges.\n    ------------\n\n    Borrower acknowledges that, if any payment under this Note is\nnot  made  when due, Lender will as a result thereof incur  costs\nnot contemplated by this Note, the exact amount of which would be\nextremely  difficult or impracticable to ascertain.   Such  costs\ninclude  without  limitation processing and  accounting  charges.\nAccordingly, Borrower hereby agrees to pay to Lender with respect\nto  each payment which is not received by Lender within ten  (10)\ndays  after  such payment is due under this Note  a  late  charge\nequal  to  FIVE  PERCENT  (5%)  of the  amount  of  the  payment.\nBorrower and Lender agree that such late charge represents a fair\nand  reasonable estimate of the costs Lender will incur by reason\nof  such late payment.  Acceptance of such late charge by  Lender\nshall in no event constitute a waiver of the default with respect\nto  the  overdue  amount,  and  shall  not  prevent  Lender  from\nexercising  any  of  the other rights and remedies  available  to\nLender.\n\n\n\n\n8.  Costs and Attorneys' Fees.\n    --------------------------\n\n     If  an  event of default occurs under this Note  and  Lender\nconsults  an  attorney regarding the enforcement of  any  of  its\nrights under this Note or the Mortgage, or if this Note is placed\nin the hands of an attorney for collection, or if suit be brought\nto  enforce this Note or the Mortgage, Borrower promises  to  pay\nall  costs  thereof, including attorneys' fees.  Said  costs  and\nattorneys'  fees  shall  include, without limitation,  costs  and\nattorneys'  fees  in  any  appeal or in a  proceeding  under  any\npresent or future federal bankruptcy act or state receivership.\n\n\n\n\n9.  Security.\n    ---------\n\n     This Note is secured by a Mortgage, Assignment of Rents  and\nLeases,  Security  Agreement  and  Fixture  Financing  Statement,\n('Mortgage')  and  a  separate Assignment  of  Rents  and  Leases\n('Assignment')  covering property located  in  Jefferson  County,\nKentucky ('Property').\n\n\n\n\n10. Waiver of Presentment, Etc.\n    ---------------------------\n\n     Borrower  hereby waives presentment and demand for  payment,\nnotice of dishonor, protest and notice of protest.\n\n\n\n\n11. Joint and Several Liability.\n    ---------------------------\n\n     The  liability  of  each  of  the  undersigned  corporations\nconstituting  Borrower is joint and several with respect  to  all\nobligations hereunder.\n\n\n\n\n12. Loan Charges.\n    -------------\n\n     Interest,  fees and charges collected or to be collected  in\nconnection  with  the  indebtedness evidenced  hereby  shall  not\nexceed the maximum, if any, permitted by any applicable law.   If\nany  such  law is interpreted so that said interest, fees  and\/or\ncharges would exceed any such maximum and Borrower is entitled to\nthe  benefit  of such law, then: (i) such interest,  fees  and\/or\ncharges  shall be reduced by the amount necessary to  reduce  the\nsame  to  the  permitted  maximum;  and  (ii)  any  sums  already\ncollected from Borrower which exceeded the permitted maximum will\nbe  refunded.   Lender may choose to make the  refund  either  by\ntreating   the  payments,  to  the  extent  of  the  excess,   as\nprepayments  of  principal  or by  making  a  direct  payment  to\nBorrower.  No prepayment premium shall be assessed on prepayments\nunder  this  paragraph.  The provisions of this  paragraph  shall\ncontrol  over  any  inconsistent provision of this  Note  or  the\nMortgage  or any other document executed in connection  with  the\nindebtedness evidenced hereby.\n\n\n\n13. Representation and Warranty.\n    ---------------------------\n\n    The undersigned both represent and warrant to Lender that the\nexecution  of this Note, the entering into of the loan  documents\nby the undersigned, and particularly the granting of the Mortgage\non  the Property by AnnTaylor Distribution Services, Inc., do not\nviolate any covenants or restrictions in any debt instruments  or\nagreements with or obligations to any other lenders.\n\n\n\n14. Governing Law.\n    -------------\n\n    This Note shall be construed, enforced and otherwise governed\nby the laws of the State of Kentucky.\n\n\n\n15. Lender.\n    --------\n\n     As  used herein, the term 'Lender' shall mean the holder and\nowner of this Note.\n\n                                ANNTAYLOR, INC.,\n                                a Delaware corporation\n\n\n                                By:  \/s\/ Walter J. Parks\n                                     ---------------------\n                                Its: Sr. V.P. - Finance\n\n\n                                 ANNTAYLOR DISTRIBUTION SERVICES,INC.,\n                                a Delaware corporation\n\n\n                                By:  \/s\/ Walter J. Parks\n                                   ---------------------\n                                Its:  Vice President\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6710,7615],"corporate_contracts_industries":[9494,9452],"corporate_contracts_types":[9560,9567],"class_list":["post-41216","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-anntaylor-stores-corp","corporate_contracts_companies-general-electric-co","corporate_contracts_industries-retail__clothing","corporate_contracts_industries-manufacturing__conglomerates","corporate_contracts_types-finance","corporate_contracts_types-finance__loan"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41216","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41216"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41216"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41216"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41216"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}