Note 2015 Alameda County Industries Inc ACI

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THE RIGHTS OF THE HOLDER HEREOF ARE SUBORDINATE AND INFERIOR AND SUBJECT TO THE RIGHTS OF BANK OF THE WEST ("BANK") UNDER A CERTAIN SUBORDINATION AGREEMENT BETWEEN BANK, ALAMEDA COUNTY INDUSTRIES, INC. AND THE CITY OF SAN LEANDRO JANUARY 31, 2015. PROMISSORY NOTE San Leandro, California February 1, 2015 FOR VALUE RECEIVED, the undersigned, ALAMEDA COUNTY INDUSTRIES, INC., a California corporation ("ACI"), promises to pay to the order of the CITY OF SAN LEANDRO, a municipal corporation ("City"), the principal sum of One million and One hundred nine thousand and Seven hundred six dollars, and 74/100 ($1,109,706.74), or so much thereof that may be advanced hereunder, together with interest at an annual rate as set forth below. Capitalized terms used but not defined herein shall have the same meanings as set forth in that certain Franchise Agreement for Solid Waste, Recyclables, and Green Waste Services between City and ACI dated February 1, 2000, as amended by the 1st through 11th Amendments thereto ("Franchise Agreement"). 1. This Promissory Note ("Note") has been executed and delivered in accordance with the 11th Amendment to the Franchise Agreement dated January 20, 2015, (the "11th Amendment") for the purpose of evidencing City's advance to ACI of One million and One hundred nine thousand and Seven hundred six dollars, and 74/100 ($1,109,706.74). The rights and obligations of ACI under this Promissory Note shall be governed by the Franchise Agreement, all of its amendments, and by the terms set forth in this Promissory Note. 2. Terms of Promissory Note. (a) Advance Amount. City agrees to lend to ACI, subject to the terms of the Franchise Agreement, an advance on future revenues collected pursuant to the Franchise Agreement the sum of One million and One hundred nine thousand and Seven hundred six dollars, and 74/100 ($1,109,706.74). (b) Interest Rate. Interest shall accrue and be paid in accordance with the following terms: (1) Commencing on October 1, 2015, and continuing until all amounts due under the Note are repaid, interest shall accrue at the rate of two and one- half percent (2.5%) per annum, computed on the basis of the actual number of days principal is outstanding and a year of 360 days. (c) Advance Repayment. The principal amount of this Note, together with accrued interest, shall be paid in Forty (40) equal payments of$31,441.00 each on