EXHIBIT 10.18
PROMISSORY NOTE
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Bethesda, Maryland
January 8, 1998
FOR VALUE RECEIVED, Vacation Properties International, Inc., a
Delaware corporation ("Borrower"), unconditionally promises to pay to the order
of VPI Funding, LLC, a Delaware limited liability company ("Lender"), without
offset, at its offices at c/o Alpine Consolidated II, LLC, 0000 00xx Xxxxxx,
X.X., Xxxxxxxxxx, XX 00000, or at such other place as the holder of this Note
may designate in writing, on demand, the principal sum set forth below in the
last entry on the Schedule of Advances and Payments of Principal (the
"Schedule") as "Principal Amount Outstanding," with interest payable on the 1st
day of each month beginning February 2, 1998, and at maturity on the unpaid
principal of such sum until repaid in full. All payments made on this Note shall
be applied first to accrued interest and then to principal. In no event shall
the principal sum set forth below in the last entry on the Schedule as the
Principal Amount Outstanding exceed the amount set forth below in the last entry
on the Schedule as the Total Borrowings Cap. Lender and Borrower initially
intend that the principal amount available hereunder will be $1,000,000. Such
$1,000,000 amount, however, may be increased from time to time as Lender and
Borrower shall mutually agree in writing, as shall be set forth in the last
entry on the Schedule under Total Borrowings Cap. Interest on this Note with
respect to each advance made hereunder shall accrue at the rate per annum set
forth below in the entry on the Schedule as the Interest Rate for such advance.
Borrower understands and agrees that any officer or authorized
employee of Lender may make entries on the Schedule of this Note and on any
additional schedules attached hereto upon receipt of written or telephonic
instructions of any one reasonably believed by such officer or authorized
employee to be an authorized agent of Borrower. Borrower shall indemnify and
hold Lender harmless from and against any and all claims, damages, losses, costs
and expenses (including attorneys' fees) that may arise or be created by the
acceptance of instructions for making or paying advances by telephone.
The happening of any of the following events shall constitute an event
of default:
A. The failure to make when due any installment or other payment
described herein, whether of principal, interest, late charges or otherwise;
B. The dissolution or termination of existence of Borrower;
C. The inability of Borrower to pay its debts when due, the insolvency
of Borrower, the application for the appointment of a receiver or custodian for
Borrower or the property
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of Borrower, the entry of an order for relief of the filing of a petition by or
against Borrower under the provisions of any bankruptcy or insolvency law, or
any assignment for the benefit of creditors by or against Borrower;
D. The entry of a judgment against Borrower or the issuance or service
of any attachment, levy or garnishment against Borrower or the property of
Borrower;
E. The determination by Lender that a material adverse change in the
financial condition of Borrower has occurred since the date hereof, or if Lender
deems itself insecure or otherwise in good faith believes that the prospect of
payment or performance is impaired;
F. The failure of Borrower to perform any obligation to Lender
hereunder or under the terms of any other obligation of Borrower to Lender; or
G. The default by Borrower in any agreement for borrowed money,
whether owed to Lender or to a third person.
Upon the happening of any event of default, this Note shall, at the
sole option of Lender, become immediately due and payable without notice to or
demand on Borrower. In the event Borrower fails to pay any installment of
interest or otherwise fails to repay this Note within seven (7) days of its due
date, Borrower agrees to pay Lender on demand a late charge of five percent (5%)
of the overdue payment.
Borrower hereby expressly waives presentment, demand, protest and
notice of dishonor, and waives the benefit of all homestead and similar
exemptions as to this debt. If after default, this Note is placed in the hands
of an attorney for collection, Borrower agrees to pay all reasonable attorneys'
fees incurred by Lender.
Any failure or delay by Lender to exercise any right hereunder shall
not be construed as a waiver of the right to exercise the same or any other
rights at any time.
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SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL
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PRINCIPAL TOTAL APPROVING
INTEREST AMOUNT BORROWINGS PERSON'S
DATE ADVANCES RATE PAYMENTS OUTSTANDING CAP INITIALS
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1/8/98 $349,000
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2/28/98 $300,000
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3/6/98 $370,000
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The aggregate principal amount outstanding shown on the Schedule shall
be prima facie evidence of the principal amount owing and unpaid on this Note.
The failure to record the date and amount of any advance on the Schedule shall
not, however, limit or otherwise effect the obligations of Borrower under this
Note to repay the principal amount of the advance together with all interest
accruing thereon.
The provisions of this Note shall be construed and interpreted, and
all rights and obligations of the parties hereunder determined in accordance
with the laws of the State of Maryland.
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IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed
and delivered as of the day and year first above written.
VACATION PROPERTIES INTERNATIONAL, INC.,
a Delaware corporation
By:/s/ Xxxx Xxxxxxxxx
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Xxxx Xxxxxxxxx
President
ACKNOWLEDGED:
VPI FUNDING, LLC
a Delaware limited liability company
By:/s/ Xxxx Xxxxxxxxx
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Xxxx Xxxxxxxxx
Manager
