Exhibit 10.30


 


PROMISSORY NOTE


 


	
  U.S. $12,700,000.00

  	
   

  	
  July 6, 2005

  



 


 


FOR VALUE RECEIVED, and
at the times hereinafter specified, TRADEPORT DEVELOPMENT II, LLC, a
Connecticut limited liability company (“Maker”), whose address is 204 West
Newberry Road, Bloomfield, Connecticut 06002–1308, hereby promises to pay to
the order of FIRST SUNAMERICA LIFE INSURANCE COMPANY, a New York corporation
(hereinafter referred to, together with each subsequent holder hereof, as “Holder”),
at c/o AIG Global Investment Corp., 1 SunAmerica Center, 38th
Floor, Century City, Los Angeles, California 90067-6022, or at
such other address as may be designated from time to time hereafter by any
Holder, the principal sum of TWELVE MILLION SEVEN HUNDRED THOUSAND AND
NO/100THS DOLLARS ($12,700,000.00), together with interest on the principal
balance outstanding from time to time, as hereinafter provided, in lawful money
of the United States of America.


 


By its execution and
delivery of this promissory note (this “Note”), Maker covenants and agrees as
follows:


 


1.             Interest Rate and
Payments.


 


(a)           The balance of
principal outstanding from time to time under this Note shall bear interest at
the rate of five and forty–six one hundredths percent (5.46%) per annum (the “Original
Interest Rate”), based on a three hundred sixty (360) day year composed of
twelve (12) months of thirty (30) days each; however, interest for partial
months shall be calculated by multiplying the principal balance of this Note by
the applicable interest rate (i.e., the Original Interest Rate or the New Rate
(hereinafter defined)), dividing the product by three hundred sixty (360), and
multiplying that result by the actual number of days elapsed.


 


(b)           Interest only shall be
payable on the date the loan evidenced by this Note (the “Loan”) is funded by
Holder, in advance, for the period from and including the date of funding
through and including July 31, 2005.


 


(c)           Commencing on September 1,
2005 and on the first day of each month thereafter through and including July 1,
2015 combined payments of principal and interest shall be payable, in arrears,
in the amount of $71,790.80 each (such amount representing an amount sufficient
to fully amortize the original principal amount of this Note over a three
hundred sixty (360) month period (the “Amortization Period”)).


 


(d)           The entire outstanding
principal balance of this Note, together with all accrued and unpaid interest
and all other sums due hereunder, shall be due and payable in full on August 1,
2015 (the “Original Maturity Date”).


 





















 


2.             Holder’s Extension
Option; Net Operating Income.


 


(a)           If Maker shall fail to
pay the outstanding principal balance of this Note and all accrued interest and
other charges due hereon at the Original Maturity Date, Holder shall have the
right, at Holder’s sole option and discretion, to extend the term of the Loan
for an additional period of five (5) years (the “Extension Term”).  If Holder elects to extend the term of the
Loan, Maker shall pay all fees of Holder incurred in connection with such extension,
including, but not limited to, attorneys’ fees and title insurance
premiums.  Maker shall execute all
documents reasonably requested by Holder to evidence and secure the Loan, as
extended, and shall obtain and provide to Holder any title insurance policy or
endorsement requested by Holder.


 


(b)           Should Holder elect to
extend the term of the Loan as provided above, Holder shall (i) reset the
interest rate borne by the then-existing principal balance of the Loan to a
rate per annum (the “New Rate”) equal to the greater of (A) the Original
Interest Rate, or (B) Holder’s (or comparable lenders’, if Holder is no
longer making such loans) then-prevailing interest rate for five (5) year loans
secured by properties similar to the Property (hereinafter defined), as
determined by Holder in its sole discretion; (ii) re-amortize the then-existing
principal balance of the Loan over the remaining portion of the Amortization
Period (the “New Amortization Period”); (iii) have the right to require
Maker to enter into modifications of the non-economic terms of the Loan
Documents as Holder may request (the “Non-Economic Modifications”); and
(iv) notwithstanding any provision set forth in the Loan Documents to the
contrary, have the right to require Maker to make monthly payments into escrow
for insurance premiums and real property taxes, assessments and similar
governmental charges.  Hence, monthly
principal and interest payments during the Extension Term shall be based upon
the New Rate, and calculated to fully amortize the outstanding principal
balance of the Loan over the New Amortization Period.


 


(c)           If Holder elects to
extend the term of the Loan, Holder shall advise Maker of the New Rate within
fifteen (15) days following the Original Maturity Date.


 


(d)           In addition to the
required monthly payments of principal and interest set forth above, commencing
on the first day of the second month following the Original Maturity Date and
continuing on the first day of each month thereafter during the Extension Term
(each an “Additional Payment Date”), Maker shall make monthly payments to
Holder in an amount equal to all Net Operating Income (hereinafter defined)
attributable to the Property for the calendar month ending on the last day of
the month that is two months preceding each such Additional Payment Date.  For example, assuming the Original Maturity
Date is January 1, then Net Operating Income for the period from January 1
through January 31 shall be payable to Holder on March 1; Net
Operating Income for the period from February 1 through February 28
shall be payable to Holder on April 1, and so on.


 


(e)           Holder shall deposit
all such Net Operating Income received from Maker into an account or accounts
maintained at a financial institution chosen by Holder or its servicer in its
sole discretion (the “Deposit Account”) and all such funds shall be invested in
a manner acceptable to Holder in its sole discretion.  All interest, dividends and earnings credited
to the Deposit Account shall be held and applied in accordance with the terms
hereof.


 





















 


(f)            On the third
Additional Payment Date and on each third Additional Payment Date thereafter,
Holder shall apply all Excess Funds (hereinafter defined), if any, to
prepayment of amounts due under this Note, without premium or penalty.


 


(g)           As security for the
repayment of the Loan and the performance of all other obligations of Maker
under the Loan Documents, Maker hereby assigns, pledges, conveys, delivers,
transfers and grants to Holder a first priority security interest in and to:  all Maker’s right, title and interest in and
to the Deposit Account; all rights to payment from the Deposit Account and the
money deposited therein or credited thereto (whether then due or in the future
due and whether then or in the future on deposit); all interest thereon; any
certificates, instruments and securities, if any, representing the Deposit
Account; all claims, demands, general intangibles, choses in action and other
rights or interests of Maker in respect of the Deposit Account; any monies then
or at any time thereafter deposited therein; any increases, renewals,
extensions, substitutions and replacements thereof; and all proceeds of the
foregoing.


 


(h)           From time to time, but
not more frequently than monthly, Maker may request a disbursement (a “Disbursement”)
from the Deposit Account for capital expenses, tenant improvement expenses,
leasing commissions and special contingency expenses.  Holder may consent to or deny any such
Disbursement in its sole discretion.


 


(i)            Upon the occurrence of
any Event of Default (hereinafter defined) (i) Maker shall not be entitled
to any further Disbursement from the Deposit Account; and (ii) Holder
shall be entitled to take immediate possession and control of the Deposit
Account (and all funds contained therein) and to pursue all of its rights and
remedies available to Holder under the Loan Documents, at law and in equity.


 


(j)            All of the terms and
conditions of the Loan shall apply during the Extension Term, except as
expressly set forth above, and except that no further extensions of the Loan
shall be permitted.


 


(k)           For the purposes of the
foregoing:


 


(i)            “Excess Funds” shall
mean, on any Additional Payment Date, the amount of funds then existing in the
Deposit Account (including any Net Operating Income due on the applicable
Additional Payment Date), less an amount equal to the sum of three regularly
scheduled payments of principal and interest due on this Note;


 


(ii)           “Net Operating Income”
shall mean, for any particular period of time, Gross Revenue for the relevant
period, less Operating Expenses for the relevant period; provided, however,
that if such amount is equal to or less than zero (0), Net Operating Income
shall equal zero (0);


 


(iii)          “Gross Revenue” shall
mean all payments and other revenues (exclusive, however, of any payments
attributable to sales taxes) received by or on behalf of Maker from all sources
related to the ownership or operation of the Property, including, but not
limited to, rents, room charges, parking fees, interest, security deposits (unless
required to be held in a segregated account), business interruption insurance


 





















 


proceeds,
operating expense pass-through revenues and common area maintenance charges,
for the relevant period for which the calculation of Gross Revenue is being
made; and


 


(iv)          “Operating Expenses”
shall mean the sum of all ordinary and necessary operating expenses actually
paid by Maker in connection with the operation of the Property during the
relevant period for which the calculation of Operating Expenses is being made,
including, but not limited to, (a) payments made by Maker for taxes and
insurance required under the Loan Documents, and (b) monthly debt service
payments as required under this Note.


 


3.             Budgets During
Extension Term.


 


(a)           Within fifteen (15)
days following the Original Maturity Date and on or before December 1 of
each subsequent calendar year, Maker shall deliver to Holder a proposed revenue
and expense budget for the Property for the remainder of the calendar year in
which the Original Maturity Date occurs or the immediately succeeding calendar
year (as applicable).  Such budget shall
set forth Maker’s projection of Gross Revenue and Operating Expenses for the
applicable calendar year, which shall be subject to Holder’s reasonable
approval.  Once a proposed budget has
been reviewed and approved by Holder, and Maker has made all revisions
requested by Holder, if any, the revised budget shall be delivered to Holder
and shall thereafter become the budget for the Property hereunder (the “Budget”)
for the applicable calendar year.  If
Maker and Holder are unable to agree upon a Budget for any calendar year, the
budgeted Operating Expenses (excluding extraordinary items) provided in the
Budget for the Property for the preceding calendar year shall be considered the
Budget for the Property for the subject calendar year until Maker and Holder
agree upon a new Budget for such calendar year.


 


(b)           During the Extension
Term, Maker shall operate the Property in accordance with the Budget for the
applicable calendar year, and the total of expenditures relating to the
Property exceeding one hundred and five percent (105%) of the aggregate of such
expenses set forth in the Budget for the applicable time period shall not be
treated as Operating Expenses for the purposes of calculating “Net Operating
Income,” without the prior written consent of Holder except for emergency
expenditures which, in the Maker’s good faith judgment, are reasonably
necessary to protect, or avoid immediate danger to, life or property.


 


4.             Reports During
Extension Term.


 


(a)           During the Extension
Term, Maker shall deliver to Holder all financial statements reasonably
required by Holder to calculate Net Operating Income, including, without
limitation, a monthly statement to be delivered to Holder concurrently with
Maker’s payment of Net Operating Income that sets forth the amount of Net
Operating Income accompanying such statement and Maker’s calculation of Net
Operating Income for the relevant calendar month.  Such statements shall be certified by an executive
officer of Maker or Maker’s manager, managing member or general partner (as
applicable) as having been prepared in accordance with the terms hereof and to
be true, accurate and complete in all material respects.


 





















 


(b)           In addition, on or
before February 1 of each calendar year during the Extension Term, Maker
shall submit to Holder an annual income and expense statement for the Property
which shall include the calculation of Gross Revenue, Operating Expenses and
Net Operating Income for the preceding calendar year and shall be accompanied
by Maker’s reconciliation of any difference between the actual aggregate amount
of the Net Operating Income for such calendar year and the aggregate amount of
Net Operating Income for such calendar year actually remitted to Holder.  All such statements shall be certified by an
executive officer of Maker or Maker’s manager, managing member or general
partner (as applicable) as having been prepared in accordance with the terms
hereof and to be true, accurate and complete in all material respects.  If any such annual financial statement
discloses any inconsistency between the calculation of Net Operating Income and
the amount of Net Operating Income actually remitted to Holder, Maker shall
immediately remit to Holder the amount of any underpayment of Net Operating
Income for such calendar year or, in the event of an overpayment by Maker, such
amount may be withheld from any subsequent payment of Net Operating Income
required hereunder.


 


(c)           Holder may notify Maker
within ninety (90) days after receipt of any statement or report required
hereunder that Holder disputes any computation or item contained in any portion
of such statement or report.  If Holder
so notifies Maker, Holder and Maker shall meet in good faith within twenty (20)
days after Holder’s notice to Maker to resolve such disputed items.  If, despite such good faith efforts, the
parties are unable to resolve the dispute at such meeting or within ten (10)
days thereafter, the items shall be resolved by an independent certified public
accountant designated by Holder within fifteen (15) days after such ten (10)
day period.  The determination of such
accountant shall be final.  All fees of
such accountant shall be paid by Maker. 
Maker shall remit to Holder any additional amount of Net Operating
Income found to be due for such periods within ten (10) days after the
resolution of such dispute by the parties or the accountant’s determination, as
applicable.  The amount of any
overpayment found to have been made for such periods may be withheld from any
required future remittance of Net Operating Income.


 


(d)           Maker shall at all
times keep and maintain full and accurate books of account and records
adequate to reflect correctly all items required in order to calculate Net
Operating Income.


 


5.             Prepayment.


 


(a)           During the first five
(5) years after the date of this Note, Maker shall have no right to prepay all
or any part of this Note.


 


(b)           At any time after the
fifth (5th) anniversary of the date of this Note, Maker shall have
the right to prepay the full principal amount of this Note and all accrued but
unpaid interest hereon as of the date of prepayment, provided that
(i) Maker gives not less than thirty (30) days’ prior written notice to
Holder of Maker’s election to prepay this Note, and (ii) Maker pays a
prepayment premium to Holder equal to the greater of (A) one percent (1%)
of the outstanding principal amount of this Note or (B) the Present Value
of this Note (hereinafter defined), less the amount of principal being prepaid,
calculated as of the prepayment date.


 





















 


(c)           Holder shall notify
Maker of the amount and basis of determination of the prepayment premium.  Holder shall not be obligated to accept any
prepayment of the principal balance of this Note unless such prepayment is
accompanied by the applicable prepayment premium and all accrued interest and
other sums due under this Note.  Maker
may not prepay the Loan on a Friday or on any day preceding a public holiday,
or the equivalent for banks generally under the laws of the State in which the
Property is located (the “State”).


 


(d)           Except for making
payments of Net Operating Income as required above, and except for the
application of insurance proceeds or condemnation awards to the principal
balance of this Note, as provided in the Mortgage (hereinafter defined), in no
event shall Maker be permitted to make any partial prepayments of this Note.


 


(e)           If Holder accelerates
this Note for any reason, then in addition to Maker’s obligation to pay the
then outstanding principal balance of this Note and all accrued but unpaid
interest thereon, Maker shall pay an additional amount equal to the prepayment
premium that would be due to Holder if Maker were voluntarily prepaying this
Note at the time that such acceleration occurred, or if under the terms hereof
no voluntary prepayment would be permissible on the date of such acceleration,
Maker shall pay a prepayment premium calculated as set forth in the Mortgage.


 


(f)            For the purposes of
the foregoing:


 


(i)            The “Present Value of
this Note” with respect to any prepayment of this Note, as of any date, shall
be determined by discounting all scheduled payments of principal and interest
remaining to maturity of this Note, attributed to the amount being prepaid, at
the Discount Rate.  If prepayment occurs
on a date other than a regularly scheduled payment date, the actual number of
days remaining from the prepayment date to the next regularly scheduled payment
date will be used to discount within such period;


 


(ii)           The “Discount Rate” is
the rate which, when compounded monthly, is equivalent to the Treasury Rate,
when compounded semi-annually;


 


(iii)          The “Treasury Rate” is
the semi-annual yield on the Treasury Constant Maturity Series with maturity
equal to the remaining weighted average life of this Note, for the week prior
to the prepayment date, as reported in Federal Reserve Statistical
Release H.15 - Selected Interest Rates, conclusively determined by
Holder on the prepayment date.  The rate
will be determined by linear interpolation between the yields reported in
Release H.15, if necessary.  In the
event Release H.15 is no longer published, Holder shall select a
comparable publication to determine the Treasury Rate.


 


(g)           Holder shall not be
obligated actually to reinvest the amount prepaid in any treasury obligations
as a condition precedent to receiving any prepayment premium.


 





















 


(h)           Notwithstanding the
foregoing, (i) at any time during the Extension Term, Maker shall have the
right to prepay the full principal amount of this Note and all accrued but
unpaid interest thereon as of the date of prepayment, without prepayment
premium thereon, and (ii) no prepayment premium shall be due in connection
with the application of any insurance proceeds or condemnation awards to the principal
balance of this Note, as provided in the Mortgage.


 


6.             Payments.  Whenever any payment to be made under this
Note shall be stated to be due on a Saturday, Sunday or public holiday or the
equivalent for banks generally under the laws of the State (any other day being
a “Business Day”), such payment may be made on the next succeeding Business
Day.


 


7.             Default Rate.


 


(a)           The entire balance of
principal, interest, and other sums due upon the maturity hereof, by
acceleration or otherwise, shall bear interest from the date due until paid at
the greater of (i) eighteen percent (18%) per annum and (ii) a
per annum rate equal to five percent (5%) over the prime rate (for
corporate loans at large United States money center commercial banks)
published in The Wall Street Journal on the
first business day of each month (the “Default Rate”); provided, however, that
such rate shall not exceed the maximum permitted by applicable state or federal
law.  In the event The Wall
Street Journal is no longer published or no longer publishes such
prime rate, Holder shall select a comparable reference.


 


(b)           If any payment under
this Note is not made when due, interest shall accrue at the Default Rate from
the date such payment was due until payment is actually made.


 


8.             Late Charges.  In addition to interest as set forth herein,
Maker shall pay to Holder a late charge equal to four percent (4%) of any
amounts due under this Note in the event any such amount is not paid when due.  Notwithstanding the foregoing, Maker shall be
permitted to make one such payment within five (5) days following its due date
in any consecutive twelve-month period without incurring a late charge.


 


9.             Application of
Payments.  All payments hereunder
shall be applied first to the payment of late charges, if any, then to the
payment of prepayment premiums, if any, then to the repayment of any sums
advanced by Holder for the payment of any insurance premiums, taxes,
assessments, or other charges against the property securing this Note (together
with interest thereon at the Default Rate from the date of advance until
repaid), then to the payment of accrued and unpaid interest, and then to the
reduction of principal.


 


10.           Immediately
Available Funds.  Payments under this
Note shall be payable in immediately available funds without setoff,
counterclaim or deduction of any kind, and shall be made by electronic funds
transfer from a bank account established and maintained by Maker for such
purpose.


 


11.           Security.  This Note is secured by a Mortgage Deed,
Security Agreement, Fixture Filing, Financing Statement and Assignment of
Leases and Rents of even date herewith granted by Maker for the benefit of the
named Holder hereof (the “Mortgage”) encumbering


 





















 


certain
real property and improvements thereon commonly known as 75 International Drive
and 758 Rainbow Road, Windsor, Connecticut as more particularly described in
such Mortgage (the “Property”).


 


12.           Certain Definitions.  Capitalized terms used herein and not
otherwise defined shall have the meanings set forth in the Mortgage.


 


13.           Event of Default.  Each of the following events will constitute
an event of default (an “Event of Default”) under this Note and under the
Mortgage and each other Loan Document, and any Event of Default under any Loan
Document shall constitute an Event of Default hereunder and under each of the
other Loan Documents:


 


(a)           any failure to pay when
due any sum hereunder;


 


(b)           any failure of Maker to
properly perform any obligation contained herein or in any of the other Loan
Documents (other than the obligation to make payments under this Note or the
other Loan Documents) and the continuance of such failure for a period of ten
(10) days following written notice thereof from Holder to Maker; provided,
however, that if such failure is not curable within such ten (10) day period,
then, so long as Maker commences to cure such failure within such ten (10) day
period and is continually and diligently attempting to cure to completion, such
failure shall not be an Event of Default unless such failure remains uncured
for thirty (30) days after such written notice to Maker; or


 


(c)           if, at any time during
the Extension Term, Gross Revenue for any calendar month shall be less than
ninety-three percent (93%) of the amount of projected Gross Revenue for such
month set forth in the applicable Budget.


 


14.           Acceleration.  Upon the occurrence of any Event of Default,
the entire balance of principal, accrued interest, and other sums owing
hereunder shall, at the option of Holder, become at once due and payable
without notice or demand.  Upon the
occurrence of an Event of Default described in Section 13(c) hereof,
Holder shall have the option, in its sole discretion, to either
(a) exercise any remedies available to it under the Loan Documents, at law
or in equity, or (b) require Maker to submit a new proposed budget for
Holder’s approval.  If Holder agrees to
accept such new proposed budget, then such budget shall become the Budget for
all purposes hereunder.


 


15.           Conditions Precedent.  Maker hereby certifies and declares that all
acts, conditions and things required to be done and performed and to have
happened precedent to the creation and issuance of this Note, and to constitute
this Note the legal, valid and binding obligation of Maker, enforceable in
accordance with the terms hereof, have been done and performed and happened in
due and strict compliance with all applicable laws.


 


16.           Certain Waivers and
Consents.  Maker and all parties now
or hereafter liable for the payment hereof, primarily or secondarily, directly
or indirectly, and whether as endorser, guarantor, surety, or otherwise, hereby
severally (a) waive presentment, demand, protest, notice of protest and/or
dishonor, and all other demands or notices of any sort whatever with respect to
this Note, (b) consent to impairment or release of collateral, extensions
of time for payment, and acceptance of partial payments before, at, or after
maturity, (c) waive any right


 





















 


to
require Holder to proceed against any security for this Note before proceeding
hereunder, (d) waive diligence in the collection of this Note or in filing
suit on this Note, and (e) agree to pay all costs and expenses, including
reasonable attorneys’ fees, which may be incurred in the collection of this
Note or any part thereof or in preserving, securing possession of, and
realizing upon any security for this Note.


 


17.           Usury Savings Clause.  The provisions of this Note and of all
agreements between Maker and Holder are, whether now existing or hereinafter
made, hereby expressly limited so that in no contingency or event whatever,
whether by reason of acceleration of the maturity hereof, prepayment, demand
for payment or otherwise, shall the amount paid, or agreed to be paid, to
Holder for the use, forbearance, or detention of the principal hereof or
interest hereon, which remains unpaid from time to time, exceed the maximum
amount permissible under applicable law, it particularly being the intention of
the parties hereto to conform strictly to the laws of the State and Federal
law, whichever is applicable.  If from
any circumstance whatever, the performance or fulfillment of any provision
hereof or of any other agreement between Maker and Holder shall, at the time
performance or fulfillment of such provision is due, involve or purport to
require any payment in excess of the limits prescribed by law, then the
obligation to be performed or fulfilled is hereby reduced to the limit of such
validity, and if from any circumstance whatever Holder should ever receive as
interest an amount which would exceed the highest lawful rate, the amount which
would be excessive interest shall be applied to the reduction of the principal
balance owing hereunder (or, at Holder’s option, be paid over to Maker) and
shall not be counted as interest.  To the
extent permitted by applicable law, determination of the legal maximum amount
of interest shall at all times be made by amortizing, prorating, allocating and
spreading in equal parts during the period of the full stated term of this
Note, all interest at any time contracted for, charged, or received from Maker
in connection with this Note and all other agreements between Maker and Holder,
so that the actual rate of interest on account of the indebtedness represented
by this Note is uniform throughout the term hereof.


 


18.           Non-Recourse;
Exceptions to Non-Recourse.  Nothing
contained in this Note or any of the other Loan Documents shall be deemed to
impair or limit Holder’s rights:  in
foreclosure proceedings or in any ancillary proceedings brought to facilitate
Holder’s foreclosure on the Property or any portion thereof or to exercise any
specific rights or remedies afforded Holder under any other provisions of the
Loan Documents or by law or in equity, subject to the non-recourse provisions
set forth below; to recover in accordance with the terms of any guarantee given
in connection with the Loan; or to pursue any personal liability of Maker or
any Guarantor under the Environmental Indemnity Agreement or Section 5.10
of the Mortgage.  Except as expressly set
forth in this Section 18, the recourse of Holder with respect to the
obligations evidenced by the Loan Documents shall be solely to the Property,
Chattels and Intangible Personalty (as defined in the Mortgage) and any other
collateral given as security for the Loan:


 


(a)           Notwithstanding
anything to the contrary contained in this Note or in any Loan Document,
nothing shall be deemed in any way to impair, limit or prejudice the rights of
Holder to collect or recover from Maker and Guarantor (as defined in the
Mortgage):  (i) damages or costs
(including without limitation reasonable attorneys’ fees) incurred by Holder as
a result of waste by Maker; (ii) any condemnation or insurance proceeds
attributable to the Property which were not paid to Holder or used to restore
the Property in accordance with the


 





















 


terms
of the Mortgage; (iii) any rents, profits, advances, rebates, prepaid
rents or other similar sums attributable to the Property collected by or for
Maker following an Event of Default (as defined in the Mortgage) and not properly
applied to the reasonable fixed and operating expenses of the Property,
including payments of this Note and other sums due under the Loan Documents;
(iv) any security deposits collected by or for Borrower and not applied in
accordance with applicable leases; (v) the amount of any accrued taxes,
assessments, and/or utility charges affecting the Property (whether or not the
same have been billed to Maker) that are either unpaid by Maker or advanced by
Holder under the Mortgage, but excluding any amounts then in escrow with Holder
for any such taxes or assessments; provided, however, that Maker shall not be
obligated for those taxes, assessments and/or utility charges accruing after
the date that is the earlier of (A) Maker’s tender of a deed–in–lieu of foreclosure
to Holder, subject to no title exceptions other than the Permitted Exceptions
or those otherwise acceptable to Holder in its sole discretion (provided the
Property is free of any environmental contamination), or (B) the date
Holder takes title to the Property in connection with the foreclosure of the
Mortgage; (vi) any sums expended by Holder in fulfilling the obligations
of Maker, as lessor, under any leases affecting the Property; provided,
however, that Maker shall not be obligated for those sums expended by Holder in
fulfilling the obligations of Maker accruing after the date that is the earlier
of (A) Maker’s tender of a deed–in–lieu of foreclosure to Holder, subject
to no title exceptions other than the Permitted Exceptions or those otherwise
acceptable to Holder in its sole discretion (provided the Property is free of
any environmental contamination), or (B) the date Holder takes title to
the Property in connection with the foreclosure of the Mortgage; (vii) the
amount of any loss suffered by Holder (that would otherwise be covered by
insurance) as a result of Maker’s failure to maintain the insurance required
under the terms of any Loan Document; (viii) damages or costs (including
without limitation reasonable attorneys’ fees) incurred by Holder as a result
of the Property, or any part thereof or any interest therein, or any interest
in Maker, being further encumbered by a voluntary lien securing any obligation
upon which Maker, any direct or indirect general partner, manager or managing member
of Maker, any guarantor of the Loan, or any principal or affiliate of Maker
shall be personally liable for repayment, either as obligor or guarantor;
(ix) damages or costs (including without limitation reasonable attorneys’
fees) incurred by Holder as a result of any breach or violation of Section 5.4,
5.5 or 5.7 of the Mortgage; (x) damages or costs (including without
limitation reasonable attorneys’ fees) incurred by Holder as a result of any
intentional fraud or material misrepresentation by Maker in connection with the
Property, the Loan Documents, or the Application (as defined in the Mortgage);
(xi) damages or costs (including without limitation reasonable attorneys’
fees) incurred by Holder as a result of Maker forfeiting the Property or
Chattels or any portion of the Property or Chattels due to criminal activity;
and (xii) damages or costs (including without limitation reasonable
attorneys’ fees) incurred by Holder as a result of any amendment, modification
or Maker termination of any lease to Excel Inc., Matheson Flight Extenders,
Inc., or FedEx Ground Package System, Inc. (individually, a Major Tenant) or
execution or subsequent amendment, modification or termination of any lease for
any space currently occupied by any Major Tenant without the prior written
consent of Holder, which consent shall not be unreasonably held.  For purposes of the foregoing, “affiliate”
shall mean any individual, corporation, trust, partnership or any other person
or entity controlled by, controlling or under common control with Maker.  A person or entity of any nature shall be
presumed to have control when it possesses the power, directly or indirectly,
to direct, or cause the direction


 





















 


of,
the management or policies of another person or entity, whether through ownership
of voting securities, by contract, or otherwise.


 


(b)           The agreement set forth
in the introductory paragraph of this Section 18 to limit the personal
liability of Maker shall become null and void and be of no further force and
effect, and Maker and each Guarantor shall be personally liable for the
obligations evidenced by this Note, in the event of any attempt, without a good
faith defense, by Maker, any Guarantor, or any other person directly or
indirectly responsible for the management of Maker or liable for repayment of
Maker’s obligations under the Loan (whether as maker, endorser, guarantor,
surety, general partner or otherwise) to materially delay foreclosure against
the Property, Chattels and/or Intangible Personalty, which attempts shall
include, without limitation (i) any claim that any Loan Document is
invalid or unenforceable to an extent that would preclude any such foreclosure
or other exercise of remedies by Holder to obtain possession of any collateral
for the Loan; (ii) Maker filing a petition in bankruptcy, Maker failing to
oppose in good faith the entry of an order for relief pursuant to any
involuntary bankruptcy petition filed against it, or Maker seeking any
reorganization, liquidation, dissolution or similar relief under the bankruptcy
laws of the United States or under any other similar federal, state or other
statute relating to relief from indebtedness; or (iii) Maker consenting
to, or failing to oppose in good faith, the appointment of a receiver, trustee
or liquidator with respect to Maker or the Property or any part thereof.


 


19.           Severability.  If any provision hereof or of any other
document securing or related to the indebtedness evidenced hereby is, for any
reason and to any extent, invalid or unenforceable, then neither the remainder
of the document in which such provision is contained, nor the application of
the provision to other persons, entities, or circumstances, nor any other
document referred to herein, shall be affected thereby, but instead shall be
enforceable to the maximum extent permitted by law.


 


20.           Transfer of Note.  Each provision of this Note shall be and
remain in full force and effect notwithstanding any negotiation or transfer
hereof and any interest herein to any other Holder or participant.


 


21.           Governing Law.  Regardless of the place of its execution,
this Note shall be construed and enforced in accordance with the laws of the
State.


 


22.           Time of Essence.  Time is of the essence with respect to all of
Maker’s obligations under this Note.


 


23.           Remedies Cumulative.  The remedies provided to Holder in this Note,
the Mortgage and the other Loan Documents are cumulative and concurrent and may
be exercised singly, successively or together against Maker, the Property, and
other security, or any guarantor of this Note, at the sole and absolute
discretion of the Holder.


 


24.           No Waiver.  Holder shall not by any act or omission be
deemed to waive any of its rights or remedies hereunder unless such waiver is
in writing and signed by the Holder and then only to the extent specifically
set forth therein.  A waiver of one event
shall not be


 





















 


construed
as continuing or as a bar to or waiver of any right or remedy granted to Holder
hereunder in connection with a subsequent event.


 


25.           Joint and Several
Obligation.  If Maker is more than
one person or entity, then (a) all persons or entities comprising Maker
are jointly and severally liable for all of the Maker’s obligations hereunder;
(b) all representations, warranties, and covenants made by Maker shall be
deemed representations, warranties, and covenants of each of the persons or
entities comprising Maker; (c) any breach, Default or Event of Default by
any of the persons or entities comprising Maker hereunder shall be deemed to be
a breach, Default, or Event of Default of Maker; and (d) any reference
herein contained to the knowledge or awareness of Maker shall mean the
knowledge or awareness of any of the persons or entities comprising Maker.


 


26.           WAIVER OF JURY TRIAL.  MAKER AND HOLDER KNOWINGLY, IRREVOCABLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT EITHER MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM BASED ON THIS NOTE,
OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, THE MORTGAGE, OR ANY
OTHER LOAN DOCUMENTS OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO OR TO ANY LOAN
DOCUMENT.  THIS PROVISION IS A MATERIAL
INDUCEMENT FOR MAKER AND HOLDER TO ENTER INTO THE LOAN.


 


27.           WAIVER OF PREPAYMENT
RIGHT WITHOUT PREMIUM.  MAKER HEREBY
EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE UNDER APPLICABLE LAW TO PREPAY THIS
NOTE, IN WHOLE OR IN PART, WITHOUT PREPAYMENT PREMIUM, UPON ACCELERATION OF THE
MATURITY DATE OF THIS NOTE, AND AGREES THAT, IF FOR ANY REASON A PREPAYMENT OF
ALL OR ANY PART OF THIS NOTE IS MADE, WHETHER VOLUNTARILY OR FOLLOWING ANY
ACCELERATION OF THE MATURITY DATE OF THIS NOTE BY HOLDER ON ACCOUNT OF THE
OCCURRENCE OF ANY EVENT OF DEFAULT ARISING FOR ANY REASON, INCLUDING, WITHOUT
LIMITATION, AS A RESULT OF ANY PROHIBITED OR RESTRICTED TRANSFER, FURTHER
ENCUMBRANCE OR DISPOSITION OF THE PROPERTY OR ANY PART THEREOF SECURING THIS
NOTE, THEN MAKER SHALL BE OBLIGATED TO PAY, CONCURRENTLY WITH SUCH PREPAYMENT,
THE PREPAYMENT PREMIUM PROVIDED FOR IN THIS NOTE OR, IN THE EVENT OF PREPAYMENT
FOLLOWING ACCELERATION OF THE MATURITY DATE HEREOF WHEN THIS NOTE IS CLOSED TO
PREPAYMENT, AS PROVIDED IN THE MORTGAGE. 
MAKER HEREBY DECLARES THAT HOLDER’S AGREEMENT TO MAKE THE LOAN AT THE
INTEREST RATE AND FOR THE TERM SET FORTH IN THIS NOTE CONSTITUTES ADEQUATE
CONSIDERATION, GIVEN INDIVIDUAL WEIGHT BY MAKER, FOR THIS WAIVER AND AGREEMENT.


 


[Balance of Page Intentionally Left Blank]


 





















 


IN WITNESS WHEREOF and
intending to be legally bound, Maker has duly executed this Note as of the date
first above written.


 


	
   

  	
  MAKER:

  
	
   

  	
   

  
	
   

  	
  TRADEPORT DEVELOPMENT II,
  LLC, a

  Connecticut limited liability company

  
	
   

  	
   

  
	
   

  	
  By: River Bend Associates,
  Inc., a Connecticut

  corporation, its Sole Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anthony Galici

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Anthony Galici

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President