Exhibit
10.20


 


DEED OF
TRUST NOTE


 




	
  $19,500,000

  	
   

  	
  May
  13, 2003

  






 


                FOR
VALUE RECEIVED, RKB LAKESIDE LLC, a Delaware limited liability
company having its principal place of business at 1280 Maryland Avenue, SW,
Suite 280, Washington D.C. 20024 (hereinafter referred to as “Borrower”), promises to pay to the order of ARCHON FINANCIAL, L.P., a Delaware limited partnership, at
its principal place of business at 600 East Las Colinas Boulevard, Suite 450, Irving,
Texas 75039 (hereinafter referred to as “Lender”), or at
such place as the holder hereof may from time to time designate in writing, the
principal sum of Nineteen Million Five Hundred Thousand and
No/100 Dollars ($19,500,000), in lawful money of the United States
of America, with interest thereon to be computed on the unpaid principal
balance from time to time outstanding at the Contract Rate (as hereinafter
defined), and to be paid in installments as provided herein:


 


1.     Payment Terms.          Borrower shall pay to Lender a payment
of interest only for the period from and including the first date on which
principal is advanced to Borrower on this Note to and including the last day of
that same month, which amount will be reserved and paid to Lender on the first
date on which principal is advanced to Borrower on this Note. Interest shall
thereafter be due and payable monthly, in arrears, commencing on July 1, 2003,
and continuing on the first day of each calendar month thereafter up to and
including May 1, 2008. The outstanding principal balance of this Note, together
with all accrued but unpaid interest thereon, shall be due and payable on June
1, 2008, or upon earlier maturity hereof whether by acceleration or otherwise
(the “Maturity Date”). Interest on the
principal sum of this Note shall be calculated on the basis of the actual
number of days elapsed in the related interest accrual period over a
three-hundred-sixty (360) day year. The first interest accrual period hereunder
shall commence on and include the date that principal is advanced hereunder and
shall end on and include the last day of such calendar month; unless principal
is advanced on the last day of a month, in which case the first interest
accrual period shall consist of only such last day. Each interest accrual
period thereafter shall commence on the first day of each calendar month during
the term of this Note and shall end on and include the last day of the calendar
month. All amounts due under this Note shall be payable without setoff,
counterclaim or any other deduction whatsoever. THIS IS A
BALLOON NOTE REQUIRING NO SCHEDULED INSTALLMENT PAYMENTS OF PRINCIPAL.


 


2.     Interest.         The term “Contract
Rate” as used in this Note means a rate of four and sixty
one-hundredths percent (4.60%) per annum.


 


3.     Security.        This Note is evidence of that certain loan
made by Lender to Borrower contemporaneously herewith (the “Loan”). This Note is secured by (a) a Deed of Trust,
Assignment of Rents, Security Agreement and Fixture Filing of even date
herewith in the amount of this Note given by Borrower for the use and benefit
of Lender covering the fee estate of Borrower in certain premises as more
particularly described therein (the “Deed of Trust”),
(b) an Assignment of Leases and Rents of even date herewith executed by
Borrower in favor of Lender (the “Assignment of Leases”),
and (c) the other Loan Documents (as hereinafter defined). The term “Loan Documents” as used in this Note means collectively this
Note, the Deed of Trust, the Assignment of Leases and any and all other
documents securing, evidencing, or guaranteeing all or any portion of the Loan
or otherwise executed and/or delivered in connection with this Note and the
Loan.


 





















 


4.     Late Charge.                If any sum payable under this
Note is not paid within five (5) days of (and including) the date on which it
is due, Borrower shall pay to Lender upon demand an amount equal to the leaser
of five percent (5%) of such unpaid sum or the maximum amount permitted by
applicable law in order to defray a portion of the expenses incurred by Lender
in handling and processing such delinquent payment and to compensate Lender for
the loss of the use of such delinquent payment, and such amount shall be
secured by the Loan Documents. If the day when any payment required under this
Note is due is not a Business Day (as hereinafter defined), then payment shall
be due on the first Business Day thereafter. The term “Business Day”
shall mean a day other than (i) a Saturday or Sunday, or (ii) any day on which
banking and savings and loan institutions in New York are authorized or
obligated by law or executive order to be closed.


 


5.     Default and
Acceleration.          The
whole of the principal sum of this Note, together with all interest accrued and
unpaid thereon and all other sums due under the Loan Documents (all such sums
hereinafter collectively referred to as the “Debt”),
or any portion thereof, shall without notice become immediately due and payable
at the option of Lender if any payment required in this Note is not paid within
five (5) days after the date on which it is due or upon the happening of any other
“Event of Default” (as defined in the
Deed of Trust). In the event that it should become necessary to employ counsel
to collect or enforce the Debt or to protect or foreclose the security therefor
or to defend against any claims asserted by Borrower arising from or related to
the Loan Documents, Borrower also shall pay on demand all such costs incurred
by Lender, including reasonable attorneys’ fees and costs incurred for the
services of counsel whether or not suit be brought.


 


6.     Default Interest.          Borrower does hereby agree that upon
the occurrence and during the continuance of an Event of Default (including
upon the failure of Borrower to pay the Debt in full on the Maturity Date),
Lender shall be entitled to receive and Borrower shall pay interest on the
entire unpaid principal sum and any other amounts due at a rate (the “Default Rate”) equal to the lesser of (a) the maximum rate
permitted by applicable law, or (b) five percent (5%) above the Contract Rate.
The Default Rate shall be computed from the occurrence of the Event of Default
until the date Borrower cures the Event of Default and such cure is accepted by
Lender. This charge shall be added to the Debt and shall be secured by the Deed
of Trust. This paragraph, however, shall not be construed as an agreement or
privilege to extend the date of the payment of the Debt, nor as a waiver of any
other right or remedy accruing to Lender by reason of the occurrence of any
Event of Default.


 


7.     Defeasance.  The principal balance of this Note may not be
prepaid in whole or in part (except with respect to the application of Involuntary
Payments (as defined below)) prior to the Maturity Date; provided, however,
Borrower shall have the right and option to release the “Trust
Property” (as defined in the Deed of Trust) from the lien of the
Deed of Trust in accordance with the terms and provisions set forth in the Deed
of Trust (“Defeasance”). Notwithstanding the
foregoing sentence, Borrower shall have the privilege to prepay the entire
amount of the outstanding Debt on the first (1st) day of any of the three (3)
calendar months preceding the month in which the scheduled Maturity Date occurs
without Defeasance or the payment of the Yield Maintenance Premium (as defined
in the Deed of Trust) or any other premium or penalty. Notwithstanding the
foregoing, if prior to the scheduled Maturity Date (excluding, however, during
the three (3) months preceding the scheduled Maturity Date) and during the
existence of any Event of Default, Borrower shall tender payment of an amount
sufficient to satisfy the Debt at any time prior to a sale of the Trust
Property either through foreclosure or the exercise of the other remedies
available to Lender under the Deed of Trust, such tender by Borrower shall be
deemed to be voluntary and Borrower shall pay, in addition to the Debt, the
greater of (a) the Yield Maintenance


 


 


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Premium, if any, that would be payable in
connection with a Defeasance, or (b) three percent (3%) of the unpaid principal
balance of this Note. In addition to the foregoing, Borrower shall not be required
to pay any fee or consideration if, in accordance with the terms and conditions
of the Deed of Trust, Lender receives (i) insurance proceeds or other payments
as a result of fire or other casualties, or (ii) awards or other payments made
in any condemnation or eminent domain proceedings (collectively, “Involuntary Prepayments”), and such Involuntary Prepayments
are applied by Lender toward reduction of the Debt; provided, however, if an
Event of Default, or an event with notice and/or the passage of time would
constitute an Event of Default, exists, then the Borrower shall pay to the
Lender an additional amount equal to the greater of (A) the Yield Maintenance
Premium, if any, that would be required if such Involuntary Prepayment had been
Defeased, or (B) three percent (3%) of the Involuntary Prepayment.


 


8.     Savings Clause.           It is expressly stipulated and agreed
to be the intent of Borrower and Lender at all times to comply with applicable
state law or applicable United States federal law (to the extent that United
States federal law permits Lender to contract for, charge, take, reserve, or
receive a greater amount of interest than under state law) and that this
paragraph shall control every other covenant and agreement in this Note and the
other Loan Documents. If the applicable law (state or federal) is ever
judicially interpreted so as to render usurious any amount called for under
this Note or under any of the other Loan Documents, or contracted for, charged,
taken, reserved, or received with respect to the Debt, or if Lender’s exercise
of the option to accelerate the Maturity Date, or if any prepayment or the
exercise of any Defeasance by Borrower results in Borrower having paid any
interest in excess of that permitted by applicable law, then it is Lender’s
express intent that all excess amounts theretofore collected by Lender shall be
credited on the principal balance of this Note and all other Debt and the
provisions of this Note and the other Loan Documents immediately be deemed
reformed and the amounts thereafter collectible hereunder and thereunder
reduced, without the necessity of the execution of any new documents, so as to
comply with the applicable law, but so as to permit the recovery of the fullest
amount otherwise called for hereunder or thereunder. All sums paid or agreed to
be paid to Lender for the use, forbearance, or detention of the Debt shall, to
the extent permitted by applicable law, be amortized, prorated, allocated, and
spread throughout the full stated term of the Debt until payment in full so
that the rate or amount of interest on account of the Debt does not exceed the
maximum lawful rate from time to time in effect and applicable to the Debt for so
long as the Debt is outstanding. Notwithstanding anything to the contrary
contained herein or in any of the other Loan Documents, it is not the intention
of Lender to accelerate the maturity of any interest that has not accrued at
the time of such acceleration or to collect unearned interest at the time of
such acceleration.


 


9.     No Oral Change;
Successors and Assigns; Liability.         This Note may not be modified, amended, waived, extended,
changed, discharged or terminated orally or by any act or failure to act on the
part of Borrower or Lender, but only by an agreement in writing signed by the
party against whom enforcement of any modification, amendment, waiver,
extension, change, discharge or termination is sought. Whenever used, the
singular number shall include the plural, the plural the singular, and the
words “Lender” and “Borrower”
shall include their respective successors, assigns, heirs, executors and
administrators. If Borrower consists of more than one person or party, the
obligations and liabilities of each such person or party shall be joint and
several.


 


10.  Waivers.        Except as specifically provided in the
Loan Documents, Borrower and any endorsers, sureties or guarantors hereof
jointly and severally waive presentment and demand for payment, notice of
intent to accelerate maturity, notice of acceleration of maturity, protest and
notice of protest and non-payment, all applicable exemption rights, valuation
and appraisement, notice of demand, and all


 


 


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other notices in connection with the
delivery, acceptance, performance, default or enforcement of the payment of
this Note and the bringing of suit and diligence in taking any action to
collect any sums owing hereunder or in proceeding against any of the rights and
collateral securing payment hereof. Borrower and any surety, endorser or
guarantor hereof agree (i) that the time for any payments hereunder may be
extended from time to time without notice and consent, (ii) to the acceptance
by Lender of further collateral, (iii) the release by Lender of any existing
collateral for the payment of this Note, (iv) to any and all renewals, waivers
or modifications that may be granted by Lender with respect to the payment or
other provisions of this Note, and/or (v) that additional Borrowers, endorsers,
guarantors or sureties may become parties hereto all without notice to them and
without in any manner affecting their liability under or with respect to this
Note. No extension of time for the payment of this Note or any installment
hereof shall affect the liability of Borrower under this Note or any endorser
or guarantor hereof even though the Borrower or such endorser or guarantor is
not a party to such agreement. Failure of Lender to exercise any of the options
granted herein to Lender upon the happening of one or more of the events giving
rise to such options shall not constitute a waiver of the right to exercise the
same or any other option at any subsequent time in respect to the same or any
other event. The acceptance by Lender of any payment hereunder that is less
than payment in full of all amounts due and payable at the time of such payment
shall not constitute a waiver of the right to exercise any of the options
granted herein to Lender at that time or at any subsequent time or nullify any
prior exercise of any such option without the express written acknowledgment of
the Lender.


 


11.  Authority.      Borrower (and the undersigned representative
of Borrower, if any) represents that Borrower has full power, authority and
legal right to execute, deliver and perform its obligations pursuant to this
Note, the Deed of Trust and the other Loan Documents and that this Note, the
Deed of Trust and the other Loan Documents constitute valid and binding
obligations of Borrower.


 


12.  Notices.         All notices or other
communications required or permitted to be given pursuant hereto shall be given
in the manner specified in the Deed of Trust directed to the parties at their
respective addresses as provided therein.


 


13.  Exculpation.  Subject to the qualifications below, Lender
shall not enforce the liability and obligation of Borrower to perform and
observe the obligations contained in this Note, the Deed of Trust or in any of
the other Loan Documents by any action or proceeding wherein a money judgment
shall be sought against Borrower, except that Lender may bring a foreclosure
action, an action for specific performance or any other appropriate action or
proceeding to enable Lender to enforce and realize upon its interests under
this Note, the Deed of Trust and the other Loan Documents, or in the Trust
Property, the Rents (as defined in the Deed of Trust), or any other collateral
given to Lender pursuant to the Loan Documents; provided,  however, that, except as specifically
provided herein, any judgment in any such action or proceeding shall be
enforceable against Borrower only to the extent of Borrower’s interest in the
Trust Property, in the Rents and in any other collateral given to Lender. By
accepting this Note, the Deed of Trust and the other Loan Documents, Lender
agrees that it shall not except as otherwise herein provided, sue for, seek or
demand any deficiency judgment or other monetary judgment against Borrower in
any such action or proceeding under or by reason of or under or in connection
with this Note, the Deed of Trust or the other Loan Documents. The provisions
of this paragraph shall not, however, (a) constitute a waiver, release or
impairment of any obligation evidenced or secured by any of the Loan Documents;
(b) impair the right of Lender to name Borrower as a party defendant in any
action or suit for foreclosure and sale under the Deed of Trust; (c) affect the
validity or enforceability of any guaranty or indemnity made in connection with
the Loan or any of the rights and remedies of the Lender thereunder; (d) impair


 


 


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the right of Lender to obtain the appointment
of a receiver; (e) impair the enforcement of the Assignment of Leases; or (f)
constitute a waiver of the right of Lender to enforce the liability and
obligation of Borrower, by money judgment or otherwise, to the extent of, but only to the extent of, any loss, damage, cost, expense,
liability, claim or other obligation incurred by Lender (including attorneys’ fees
and costs reasonably incurred) arising out of or in connection with the
following:


 


(i)            Actual fraud and intentional
misrepresentation by Borrower or any of its partners, officers, principals,
members, any guarantor or any other person authorized to make statements or
representations, or act, on behalf of Borrower in connection with the Loan;


 


(ii)           Affirmative acts of physical waste
committed on the Trust Property; damage to the Trust Property as a result of
the intentional misconduct of Borrower or any of its principals, officers,
general partners or members, or any agent or employee of any such persons; or
the removal of any portion of the Trust Property in violation of the terms of
the Loan Documents following and during the continuance of an Event of Default;


 


(iii)          subject to any right to contest such
matters, as provided in the Deed of Trust, failure to pay any valid taxes and
assessments, mechanic’s liens, materialmen’s liens or other liens which could
create liens on any portion of the Trust Property which would be superior to
the lien or security title of the Deed of Trust or the other Loan Documents, to
the full extent of the amount claimed by any such lien claimant;


 


(iv)          all legal costs and expenses
(including attorneys’ fees) reasonably incurred by Lender in connection with
litigation or other legal proceedings involving the collection or enforcement
of the Loan or preservation of Lender’s rights under the Loan Documents,
including any costs incurred by Lender arising from or relating to the filing
of a petition under the U.S. Bankruptcy Code by or against Borrower, other than
those customarily incurred by a lender in realizing upon its lien in an uncontested
foreclosure sale after an undisputed default; provided, however, that no
liability for any such costs and expenses shall arise in connection with a bona
fide good faith litigation;


 


(v)           the breach in any material respect of
any representation, warranty, covenant or indemnification provision in that
certain Environmental and Hazardous Substance Indemnification Agreement of even
date herewith given by Borrower to Lender or in the Deed of Trust concerning
environmental laws, hazardous substances or asbestos;


 


(vi)          the misapplication or conversion by
Borrower of (A) any insurance proceeds paid by reason of any loss, damage or
destruction to the Trust Property, (B) any awards or other amounts received in
connection with the condemnation of all or a portion of the Trust Property, or
(C) any Rents following and during the continuance of an Event of Default;


 


(vii)         any security deposits or other
refundable deposits collected with respect to the Trust Property which are not
delivered to Lender upon a sale or foreclosure of the Trust Property or other
action in lieu thereof, except to the extent any such security


 


 


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deposits were applied in
accordance with the terms and conditions of any of the Leases (as defined in
the Deed of Trust) prior to the occurrence of the Event of Default that gave
rise to such sale or foreclosure or action in lieu thereof; and


 


(viii)        failure to maintain any Policies
required under Paragraph 2 of the Deed of Trust, or to pay or provide the
amount of any insurance deductible, to the extent of the applicable deductible,
following a Casualty (as defined in the Deed of Trust) or other insured event
(other than a circumstance of non-conformity arising by reason of a change in
insurance market circumstance subsequent to the origination of the Loan which
prevents such maintenance).


 


With respect to liability
arising under clause (iii) and (viii) above, such liability shall not arise to
the extent, but only the extent, the required amounts had been paid by Borrower
to Lender pursuant to the Deed of Trust or the failure to pay, maintain or
provide in any such case is due to the operation of the Trust Property failing
to generate revenues sufficient, on a first priority basis, for the payment or
maintenance thereof.


 


Notwithstanding anything to
the contrary in this Note or any of the Loan Documents, (A) Lender shall not be
deemed to have waived any right which Lender may have under Section 506(a),
506(b), 1111(b) or any other provisions of the U.S. Bankruptcy Code to file a
claim for the full amount of the Debt secured by the Deed of Trust or to
require that all collateral shall continue to secure all of the Debt owing to
Lender in accordance with the Loan Documents, and (B) the Debt shall be fully
recourse to Borrower in the event that: (i) Borrower fails to pay the first
full monthly payment of interest under this Note when due; (ii) the Trust
Property or any part thereof becomes an asset in a voluntary bankruptcy or
voluntary insolvency proceeding under the U.S. Bankruptcy Code; (iii) Borrower
engages in any business activities other than those related to the Trust
Property or violates the restrictions on indebtedness set forth in the Deed of
Trust; (iv) Borrower fails to obtain Lender’s prior written consent to any
subordinate financing or other voluntary lien encumbering the Trust Property or
any interests in Borrower; (v) Borrower fails to obtain Lender’s prior written
consent to any assignment, transfer, or conveyance of the Trust Property or any
interest therein as required by the Deed of Trust; or (vi) there is an
intentional breach of, or deliberate failure to perform, any of the
representations, covenants and agreements of Section 1(l) of the Deed of Trust
occurs.


 


14.  WAIVER OF JURY TRIAL.      BORROWER AND LENDER HEREBY
EACH AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY,
AND EACH WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH
RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY
CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS
WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER
AND LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH
ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER
AND BORROWER ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY
PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER AND LENDER.


 


 


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15.  Transfer.       Lender shall have the unrestricted right
at any time or from time to time to sell this Note and the loan evidenced by
this Note and the Loan Documents or participation interests therein. Borrower
shall execute, acknowledge and deliver any and all instruments requested by
Lender to satisfy such purchasers or participants that the unpaid indebtedness
evidenced by this Note is outstanding upon the terms and provisions set out in
this Note and the other Loan Documents. To the extent, if any, specified in
such assignment or participation, such assignee(s) or participant(s) shall have
the rights and benefits with respect to this Note and the other Loan Documents
as such assignee(s) or participant(s) would have if they were the Lender
hereunder.


 


16.  APPLICABLE LAW;
JURISDICTION AND VENUE.         THIS
NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE IN WHICH THE LAND (AS DEFINED IN THE DEED OF TRUST) IS LOCATED AND THE
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. BORROWER AND LENDER, TO THE
FULL EXTENT PERMITTED BY LAW, EACH HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY,
WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, (A) SUBMITS TO PERSONAL
JURISDICTION IN THE STATE WHERE THE LAND IS LOCATED OVER ANY SUIT, ACTION OR
PROCEEDING BY ANY PERSON ARISING FROM OR RELATING TO THIS NOTE, (B) AGREES THAT
ANY SUCH ACTION, SUIT OR PROCEEDING MAY BE BROUGHT IN ANY STATE OR FEDERAL
COURT OF COMPETENT JURISDICTION SITTING IN EITHER THE CITY OR THE COUNTY WHERE
THE LAND IS LOCATED, (C) SUBMITS TO THE JURISDICTION OF SUCH COURTS, AND (D) TO
THE FULLEST EXTENT PERMITTED BY LAW, AGREES THAT BORROWER AND LENDER WILL NOT
BRING ANY ACTION, SUIT OR PROCEEDING IN ANY OTHER FORUM AND BORROWER AND LENDER
EACH FURTHER CONSENTS AND AGREES TO SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER
LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING BY REGISTERED OR CERTIFIED
U.S. MAIL, POSTAGE PREPAID, TO BORROWER OR LENDER, AS THE CASE MAY BE, AT THE
ADDRESS FOR NOTICES DESCRIBED ON THE FIRST PAGE HEREOF, AND CONSENTS AND AGREES
THAT SUCH SERVICE SHALL CONSTITUTE IN EVERY RESPECT VALID AND EFFECTIVE SERVICE
(BUT NOTHING HEREIN SHALL AFFECT THE VALIDITY OR EFFECTIVENESS OF PROCESS
SERVED IN ANY OTHER MANNER PERMITTD BY LAW).


 


17.  Special State Provisions.


 


(a)           In
the event of any conflict between the terms and provisions of this paragraph
and any other provision of this Note, the terms and provisions of this
paragraph shall govern and control.


 


(b)           Any action,
suit or proceeding arising out of or relating to this Note or any of the other
Loan Documents may be instituted in the Circuit Court of the city or county in
which the Trust Property is located or in the United States District Court for
the district in which the Trust Property is located (assuming such Court has
jurisdiction), at the option of Lender, and Borrower waives all objections it
may have to such venue and irrevocably submits to the jurisdiction of either of
such Courts in any such action, suit or proceeding. Nothing herein shall affect
the right of Lender to proceed in any other court having jurisdiction over any
such action, suit or proceeding.


 


 


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18.  Notices.         All notices required or permitted to be
given under this Note shall be delivered in the manner set forth in Section 37
of the Deed of Trust.


 


 


Remainder
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Signature
page(s) follow


 


 


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Borrower has duly executed
this Note to be effective as of the date first above written.


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  RKB LAKESIDE LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  RKB Lakeside Manager LLC

  
	
   

  	
   

  	
  Its Managing Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven A. Grigg

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven A. Grigg

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President

  



 


 


 


Signature
Page to Deed of Trust Note