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PROMISSORY NOTE <br />La Porte, Harris County, Texas <br />$575,000.00 January 10, 1995 <br />For value received, the CITY OF LA PORTE, TEXAS, a municipal <br />corporation and home rule city under the Constitution and laws of <br />the State of Texas (hereinafter "Maker"), promises to pay to the <br />order of HAROLD P. PFEIFFER (hereinafter "Payee"), Harris County, <br />Texas, the sum of FIVE HUNDRED SEVENTY-FIVE THOUSAND DOLLARS <br />($575,000.00), in legal and lawful money of the United States of <br />America, with interest thereon from date hereof until maturity in <br />the amounts and at the times as set out below; matured unpaid <br />principal and interest shall bear interest at the maximum rate <br />permitted by law from date of maturity until paid. This note is <br />due and payable as follows, to -wit: <br />Reduction <br />Payment Payment Interest in Outstanding <br />Date Amount Amount Principal Balance <br />$575,000.00 <br />08/10/95 <br />$111,480.07 <br />$25,875.00 <br />$85,605.07 <br />489,394.93 <br />08/10/96 <br />111,480.07 <br />22,022.77 <br />89,457.30 <br />399,937.63 <br />08/10/97 <br />111,480.07 <br />17,977.19 <br />93,482.88 <br />306,454.75 <br />08/10/98 <br />111,480.07 <br />13,790.46 <br />97,689.61 <br />208,765.14 <br />08/10/99 <br />111,480.07 <br />9,394.43 <br />102,085.64 <br />106,679.50 <br />08/10/00 <br />111,480.07 <br />4,800.58 <br />106,679.50 <br />0.00 <br />Maker agrees that during the full term hereof the maximum lawful <br />rate of interest for this note determined under Texas law shall be <br />the lesser of the rate calculated as described in Article 717k-2, <br />Vernon's Texas Civil Statutes, as amended, or the Indicated Rate <br />(weekly) ceiling as Specified in Article 5069-1.04, Vernon's Texas <br />Civil Statues, as amended. Further, to the extent that any other <br />lawful rate exceeds the rate so determined then the higher ceiling <br />rate shall apply. <br />It is the intention of Maker and Payee to conform strictly to the <br />usury laws now in force in the State of Texas, except as superseded <br />by applicable Federal law. Accordingly, notwithstanding anything <br />to the contrary in this note or any other agreement entered into <br />in connection herewith, it is agreed as follows: (i) in the event <br />that the maturity of this note is accelerated by an election of <br />EXHIBIT A <br />