Exhibit 10.2


 


NON-REVOLVING LINE OF CREDIT


PROMISSORY NOTE


 


	$4,750,000.00	December 18, 2017
	Note #__________	Albuquerque, New Mexico


 


FOR VALUE RECEIVED, the
undersigned Lomas Encantadas Development Company, LLC, a New Mexico limited liability company (“Maker”), hereby promises
to pay to the order of BOKF, NA dba Bank of Albuquerque (“Lender”), at its office located at 100 Sun Avenue NE, Suite
500, Albuquerque, New Mexico 87109, or at such other place as may be designated in writing by the holder of this Non-Revolving
Line of Credit Promissory Note (“Note”), the principal sum of Four Million Seven Hundred Fifty Thousand and No/100
Dollars ($4,750,000.00), or so much thereof as shall be disbursed hereunder, together with interest thereon at the rates specified
in this Note, payable as set forth herein.


 


		1.	Definitions. As used in this Note, the following
terms shall have the meanings indicated for each:



 


A.       “Event
of Default” shall have the meaning ascribed to such term in the Mortgage, including without limitation a default in payment
or performance under this Note.


 


B.       “Interest
Rate” shall mean from and following the closing date, the loan and the other obligations shall bear interest at LIBOR
(defined below) plus three hundred (300) basis points, as calculated in accordance with paragraph 5 below. The Interest Rate is
not necessarily the lowest rate charged by Lender on its loans. If the Interest Rate becomes unavailable during the term of the
Loan, Lender may designate a comparable substitute index after notifying Maker. Notwithstanding any language herein seemingly to
the contrary: (a) Maker shall not be obligated to pay in excess of the maximum interest rate permitted by law for any interest
payment period; and (b) upon the occurrence of an Event of Default, at the option of the holder of this Note, interest will accrue
at the after-Default Rate of interest hereafter specified.


 


C.       “LIBOR”
means a floating rate (expressed to the fifth decimal place) equal to (i) the rate of interest which is identified and normally
published by ICE Benchmark Administration for loans in United States dollars for thirty (30) day periods as of 11:00 a.m. (London
time), on the first of each month (or if such day is not a business day, the next succeeding business day) plus (ii) the maximum
reserve requirement, if any, then imposed under Regulation D of the Board of Governors of the Federal Reserve System (or any successor
thereto) for “Eurocurrency Liabilities” (as defined therein); provided, however, that if LIBOR determined as provided
above shall be less than zero, LIBOR shall be deemed to be zero for the purposes of this Agreement. Any change in LIBOR is effective
on the first day of each month. If ICE Benchmark Administration no longer reports the LIBOR or Lender determines in good faith
that the rate so reported no longer accurately reflects the rate available to Lender in the London Interbank Market or if such
index no longer exists or accurately reflects the rate available to Lender in the London Interbank Market, Lender may select a
comparable replacement index. Lender will notify Maker in writing, within 10 days of the selection of a comparable replacement
index, such notification will include, the effective date of the replacement index, the new interest rate, and the new monthly
payment.


 






    	 	 	 



     


    

 


D.       “Loan”
shall mean the loan evidenced by this Note.


 


E.       “Loan
Agreement” shall mean the certain Development Loan Agreement dated the same date as this Note, between Lender and Maker
and pursuant to which this Note is executed.


 


F.       “Maturity
Date” shall mean December 18, 2021, or such earlier date on which the entire unpaid principal balance of this Note shall
be paid or required to be paid in full, whether by prepayment, acceleration or otherwise.


 


G.       “Mortgage”
shall mean the Mortgage, Security Agreement and Financing Statement dated November 16, 2017, and recorded in the real property
records of Sandoval County, New Mexico, on November 17, 2017, as Document No. 2017027198, made by Maker, as mortgagor, in favor
of Lender, as mortgagee, and securing, among other things, payment of this Note.


 


2.           Draw
Note. This Note evidences a loan that may be advanced in more than one advance during the term of this Note. This Note does
not evidence a revolving line of credit. Maker acknowledges and agrees that it does not have the right under this Note to borrow,
pay and re-borrow the loan proceeds. The loan evidenced by this Note shall be disbursed in accordance with the provisions of the
Loan Agreement.


 


3.           Payments.
Maker shall make monthly payments of interest only on the eighteenth (18th) day of each month beginning on January 18,
2018, and continuing on the eighteenth (18th) day of each month thereafter through and including November 18, 2021.
On the Maturity Date, Maker shall make one final payment of all accrued and unpaid principal and interest and any other unpaid
sums. Upon the occurrence of an Event of Default, at the option of the holder of this Note, interest shall accrue at the Default
Rate. IN NO EVENT SHALL THE SUM TOTAL OF ALL ADVANCES ON THE NOTE EXCEED THE FACE AMOUNT OF THE NOTE.


 


In addition, Maker shall
make the following required principal payments (the “Curtailment Payments”) to Lender: (i) One Million Three Hundred
Seventy Thousand and No/100 Dollars ($1,370,000.00), on or before August 18, 2019; (ii) Five Hundred Ninety-Nine Thousand and No/100
Dollars ($599,000.00) on or before November 18, 2019; (iii) Five Hundred Ninety-Nine Thousand and No/100 Dollars ($599,000.00)
on or before February 18, 2020; Five Hundred Ninety-Nine Thousand and No/100 Dollars ($599,000.00) on or before May 18, 2020; (iv)
Five Hundred Ninety-Nine Thousand and No/100 Dollars ($599,000.00) on or before August 18, 2020; and (v) Five Hundred Ninety-Nine
Thousand and No/100 Dollars ($599,000.00) on or before November 18, 2020. Payments of the Release Price (defined in the Loan Agreement)
to Lender shall be credited towards the Curtailment Payments.


 






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4.           Loan
Origination Fee. On the date this Note is signed, Maker will pay to Lender a loan origination fee of Twenty Three Thousand
Seven Hundred Fifty and No/100 Dollars ($23,750.00).


 


5.           Computation
of Interest and Related Fees. Interest due under this Note shall be calculated on the unpaid principal to the date of each
installment paid, and each payment of principal and/or interest made hereunder shall be credited first to the discharge of interest,
and the balance shall be credited to the unpaid principal sum. All payments of interest shall be computed on the per annum basis
of a year consisting of three hundred sixty (360) days and for the actual number of days elapsed (including the first day, but
excluding the last if payment is received by the holder of this Note by 1:00 p.m. New Mexico time). In addition to any other means
of payment, Maker shall have the right to make payments by wire transfer or ACH directly to Lender. Within ten (10) days after
written request by Maker, Lender shall provide wiring and ACH instructions to Maker for all payments due pursuant to the Loan.


 


6.           Default
Interest. Subject to the notice and cure provisions contained in the Mortgage, while any Event of Default exists in the making
of any of the payments herein provided to be made, or in the performance or observance of any of the terms, covenants or conditions
of the Loan Agreement, this Note, the Mortgage or of any instrument now or hereafter securing payment of the indebtedness evidenced
by this Note, at the option of the holder of this Note, in its sole discretion, the entire unpaid principal balance hereof shall
bear interest at the rate per annum equal to the applicable interest rate, adjusted as of the date of any change therein, plus
five percent (5%) per annum (the “Default Rate”). Notwithstanding the foregoing, if Lender determines pursuant to paragraph
15.6 of the Mortgage, that the Loan evidenced by this Note is required to be classified as high volatility commercial real estate,
then the Interest Rate will be increased as provided in paragraph 15.6 of the Mortgage. During the existence of any such Event
of Default, the holder of this Note may apply payments received on any amounts due hereunder, or under the terms of any instrument
now or hereafter evidencing or amounts due hereunder, or under the terms of any instrument now or hereafter evidencing or securing
such indebtedness, as the holder may determine, and if the holder of this Note so elects, notice of election being expressly waived,
the principal hereof remaining unpaid, together with accrued interest, shall at once become due and payable. Any and all additional
interest that has accrued at the rate provided in this paragraph shall be due and payable at the time of, and as a condition precedent
to, the curing of any Event of Default.


 


7.           Late
Fees. Subject to the notice and cure provisions contained in the Mortgage, to the extent any principal and interest due under
this Note is not paid within fifteen (15) calendar days of the due date therefore, and, to the extent that the following described
fee is deemed to constitute interest, subject to paragraph 9 of this Note, in addition to any interest or other fees and charges
due hereunder or under this Note, Maker shall pay a late fee equal to the lesser of: (a) five percent (5%) of the amount of the
payment that was to have been made; or (ii) $400.00. Maker agrees that the charges set forth herein are reasonable compensation
to Lender for the acceptance and handling of such late payments.


 






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8.           Currency.
All sums called for, payable, or to be paid hereunder shall be paid in lawful money of the United States of America, which, at
the time of payment, is legal tender for the payment of public and private debts therein.


 


9.           Pre-Payment.
This Note may be prepaid in whole or in part without penalty upon not less than two (2) business days’ advance written notice
to the holder of this Note.


 


10.         Interest
Savings Clause. All agreements between Maker and the holder of this Note are expressly limited so that in no event whatsoever,
whether by reason of disbursement of the proceeds hereof or otherwise, shall the amount of interest or loan finance charge contracted
for, charged or received by the holder of this Note exceed the highest lawful contractual rate of interest or the maximum finance
charge permissible under applicable federal or state law which a court of competent jurisdiction, by final non-appealable order,
determines to be applicable hereto. It is the intention of Maker and the holder of this Note to conform strictly to applicable
usury laws from time to time in force, and all agreements between Maker and the holder of this Note, whether now existing or hereafter
arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration
of the maturity hereof or otherwise, shall the amount paid or agreed to be paid to the holder of this Note, or collected by the
holder of this Note, for the use, forbearance or detention of the money to be loaned hereunder or otherwise, or for the payment
or performance of any covenant or obligation contained herein or in the Mortgage or in any other document evidencing, securing
or pertaining to the indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury laws. If under
any circumstances whatsoever fulfillment of any provisions hereof or of the Mortgage or any other document evidencing, securing
or pertaining to the indebtedness evidenced hereby, at the time performance of such provision shall be due, shall involve transcending
the limit of validity prescribed or permitted by law, including judicial determination, then ipso facto, the obligation
to be fulfilled shall be reduced to the limit of such validity; and if under any circumstances the holder of this Note hereby shall
ever receive an amount deemed interest by applicable law which would exceed the highest lawful rate, such amount that would be
excessive interest under applicable usury laws shall be applied to the reduction of the principal amount owing hereunder or to
other indebtedness secured by the Mortgage and not to the payment of interest, or if such excessive interest exceeds the unpaid
balance of principal and other indebtedness, the excess shall be deemed to have been a payment made by mistake and shall be refunded
to Maker or to any other person entitled thereto. All sums contracted for, charged or received by the holder of this Note for the
use, forbearance or detention of the indebtedness of Maker evidenced hereby, outstanding from time to time shall, to the extent
permitted by applicable law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of this
Note until payment in full of such indebtedness so that the actual rate of interest on account of such indebtedness is uniform
through the term hereof. The terms and provisions of this paragraph shall control and supersede every other provision of all agreements
between the holder of this Note and Maker and any endorser or guarantor of this Note.


 






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11.         Governing
Law. Payment of this Note is secured, without limitation, by the Mortgage, which covers real and personal property located
in Rio Rancho, New Mexico. THIS NOTE AND EACH OTHER LOAN DOCUMENT (AS DEFINED IN THE LOAN AGREEMENT), AND ALL MATTERS RELATING
HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW MEXICO, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
MAKER HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF SANDOVAL, STATE OF NEW MEXICO,
AND IRREVOCABLY AGREES THAT, SUBJECT TO LENDER’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE OTHER RELATED DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. MAKER EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION
OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. 


 


12.         Remedies.
Subject to the notice and cure provisions contained in the Mortgage, upon the occurrence or existence of any Event of Default,
the holder hereof may, without further notice, declare the entire unpaid principal balance of this Note and all unpaid, accrued
interest on this Note and all other obligations of the Maker to the holder of this Note, whether direct or indirect, absolute or
contingent, now existing or hereafter arising, immediately due and payable, without further notice or demand, and the Maker shall
pay all such sums and other obligations. Further, upon the occurrence or existence of any such Event of Default, the holder of
this Note shall be entitled to exercise any or all remedies provided or referenced in this Note, the Loan Agreement, the Mortgage
or any other instrument or agreement evidencing, securing or relating to the indebtedness evidenced by this Note and any other
rights and remedies under state or federal law. Failure to exercise any such rights and remedies upon any Event of Default shall
not constitute a waiver of any rights in the event of any subsequent Event of Default. If this Note is placed in the hands of an
attorney for collection or if collected through the probate court, bankruptcy court, or by any other legal or judicial proceedings,
the Maker agrees and is obligated to pay, in addition to the sums referred to above, the reasonable attorneys' fees of the holder
of this Note, together with all court costs and other reasonable expenses paid by such holder.


 


13.         Waiver.
The Maker, endorsers, sureties, guarantors and all other parties who may become liable for all or any part of this Note severally
waive demand, presentment, notice of dishonor, protest, notice of protest, notice of nonpayment, notice of intent to accelerate,
notice of acceleration of the maturity of this Note and consent to: (a) any and all extensions of time for any term or terms regarding
any payment due under this Note, including partial payments or renewals before or after maturity; (b) changes in interest rates
as provided in this Note; (c) any substitutions or release of collateral; and (d) the addition, substitution or release of any
party liable for payment of this Note.


 






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14.         Miscellaneous.
All notices provided for herein shall be given in accordance with the provisions of the Loan Agreement.


 


A.       [Intentionally
Omitted].


 


B.       This
Note is given to evidence an obligation incurred for business purposes and not for personal, single family residential or agricultural
purposes.


 


C.       This
Note may not be terminated orally, but only by a discharge in writing and signed by the party who is the owner and holder of this
Note at the time enforcement of any discharge is sought.


 


D.       MAKER
HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE
RELATED DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE
A COURT AND NOT BEFORE A JURY. MAKER ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP,
THAT LENDER HAS RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THE OTHER RELATED DOCUMENTS, AND THAT LENDER WILL CONTINUE
TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. MAKER WARRANTS AND REPRESENTS THAT MAKER HAS HAD THE OPPORTUNITY OF REVIEWING
THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT MAKER KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.


 


[SIGNATURE ON NEXT PAGE]


 




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Signed and delivered effective
as of (but not necessarily on) the date set forth above.


 


	“MAKER”	LOMAS ENCANTADAS DEVELOPMENT COMPANY, LLC,
	 	a New Mexico limited liability company
	 	 	 
	 	By	/s/ James M. McMonagle
	 	 	James M. McMonagle, Vice President


 








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