Exhibit 10.53


 


Promissory
Note


 


Date:  October 9th, 2002


 


Borrower:


Dallas S&W, L.P.,


a Texas limited partnership


 


Borrower’s Mailing Address:


1114 First Avenue


New York, New York  10021


Attn:  Jim
Dunn


Telephone No.: 
(212) 838-2061


Facsimile No.: 
(212) 758-6027


 


Lender:


Toll
Road Texas Land Company, L.P.


c/o
Calvin C. Chandler, Manager of


Tollway
Land Company, L.L.C., the general partner of Lender


10013
— 59th Street


Lakewood,
Washington 98499


Telephone
No.:  (253) 588-1788


Facsimile
No.:    (253) 584-8563


 


Place for Payment:


Toll
Road Texas Land Company, L.P.


c/o
Calvin C. Chandler


10013
— 59th Street


Lakewood, Washington 98499


 


Principal Amount:


$1,650,000


 


Annual Interest Rate:


Eight (8%) percent per annum


 


Maturity Date:


Third anniversary of this Note.


 


Annual Interest Rate on Matured, Unpaid Amounts:


Eighteen (18%) percent per annum


 


Terms of Payment (principal and interest):


The principal balance of the Note shall be due
and payable in three annual installments of $550,000 each, with each such
installment due and payable on the first, second, and third anniversaries of
the


 

















date first set forth above.  Interest, computed on the unpaid principal
balance of the Note, shall be due and payable annually as it accrues, on the
first, second, and third anniversaries of this Note.


 


Security for Payment:


(i) Vendor’s lien contained in Special Warranty Deed of even date
herewith, and (ii) Deed of Trust of even date herewith, executed by Dallas
S&W, L.P., in favor of Bryan Perkins, Trustee for the benefit of Lender.


 


Other Security for Payment:


None.


 


Borrower promises to pay to the order of Lender the Principal Amount
plus interest at the Annual Interest Rate. This Note is payable at the Place
for Payment and according to the Terms of Payment. All unpaid amounts are due
by the Maturity Date. After maturity, Borrower promises to pay any unpaid
principal balance plus interest at the Annual Interest Rate on Matured, Unpaid
Amounts.


 


Borrower shall be in default of this Note upon either of the following:


 


a.                                       Failure to pay any
installment of interest due and owing under this Note, when due, and failure of
Borrower to cure said default within ten (10) days of notice of such default
from Lender to Borrower; or


 


b.                                      Failure by Borrower to pay any monetary
amount required by the Deed of Trust referenced above, and the continuation of
such failure for a period of twenty (20) days after Lender has provided
Borrower with written notice thereof.


 


c.                                       Failure by Borrower to perform any term,
condition, or covenant contained in the Deed of Trust referenced above (other
than failure to pay any monetary amount required by the Deed of Trust), and the
continuation of such failure for a period of thirty (30) days after Lender has
provided Borrower with written notice thereof or, if such failure on the part
of is not susceptible of being cured within said thirty (30) day period, the
failure of Borrower to commence curing such failure within said thirty (30) day
period or, having commenced to cure the failure within said thirty (30) day period,
the failure of Borrower  to prosecute or
complete the curing of said failure with due diligence and dispatch.


 


If Borrower defaults in the payment of this Note or in the performance
of any obligation in any instrument securing or collateral to this Note, Lender
may declare the unpaid principal balance, earned interest, and any other
amounts owed on the Note immediately due. Borrower and each surety, endorser,
and guarantor waive all demand for payment, presentation for payment, notice of
intention to accelerate maturity, notice of acceleration of maturity, protest,
and notice of protest, to the extent permitted by law.


 


Borrower also promises to pay reasonable attorney’s fees and court and
other costs if this Note is 


 


2

















 


placed in the hands of an attorney to collect or enforce the Note.
These expenses will bear interest from the date of advance at the Annual
Interest Rate on Matured, Unpaid Amounts. Borrower will pay Lender these
expenses and interest on demand at the Place for Payment. These expenses and
interest will become part of the debt evidenced by the Note and will be secured
by any security for payment.


 


Interest on the debt evidenced by this Note will not exceed the maximum
rate or amount of nonusurious interest that may be contracted for, taken,
reserved, charged, or received under law. Any interest in excess of that
maximum amount will be credited on the Principal Amount or, if the Principal
Amount has been paid, refunded. On any acceleration or required or permitted
prepayment, any excess interest will be canceled automatically as of the
acceleration or prepayment or, if the excess interest has already been paid,
credited on the Principal Amount or, if the Principal Amount has been paid, refunded.
This provision overrides any conflicting provisions in this Note and all other
instruments concerning the debt.


 


Each Borrower is
responsible for all obligations represented by this Note.


 


When the context
requires, singular nouns and pronouns include the plural.


 


Borrower may
prepay this Note in any amount at any time before the Maturity Date without
penalty or premium.  Prepayments will be
applied first to accrued interest and the remainder to installments on
principal in the inverse order of maturity so that they will be applied to the
last maturing principal installments first. These prepayments will not reduce
the amount or time of payment of the remaining installments, which will
continue until the Principal Amount and all accrued interest are paid.  Interest on the prepaid principal will
immediately cease to accrue.


 


If any provision of this Note conflicts with any provision of a loan
agreement (if applicable), deed of trust, or security agreement (if applicable)
of the same transaction between Lender and Borrower, the provisions of the Note
will govern to the extent of the conflict.


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  DALLAS S&W, L.P., a
  Texas limited partnership

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:  S&W of Dallas LLC, a Delaware limited liability

  company, its General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By: 

  	
  /S/ James M. Dunn

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  James M.Dunn

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Its:

  	
  President

  	
   

  



 


 


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