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Exhibit A
Loan Agreement
Note
(See Exhibit 10.39)
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EXHIBIT
10.39
Promissory Note, dated as of December 31, 1997, in
the principal amount of $75,000 from the Company to
Xxxx Xxxxxx.
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TERM NOTE
$75,000.00 December 31, 1997
FOR VALUE RECEIVED, the undersigned, Consolidated Capital of North
America, Inc., a Colorado corporation ("Borrower"), promises to pay to Xxxx
Xxxxxx ("Lender"), at Xxxxx 000, 000 00xx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, or at
any other place designated at any time by the holder hereof, in lawful money of
the United States of America, the principal amount of $75,000.00 as described
herein. Borrower further promises to pay interest (computed on the basis of a
year consisting of twelve equal months) on the principal balance of this Term
Note (this "Note") outstanding from time to time at the rate of 12.0% per
annum.
The principal of this Note and accrued interest hereon shall be due
and payable in full on March 31, 1998.
Borrower shall have the option at any time to prepay, without penalty,
the whole or a part of the principal of this Note. All prepayments shall be
applied first to accrued and unpaid interest and then to principal.
The existence of any of the following conditions or the occurrence of
one or the following events, if not cured or waived within ten (10) days after
notice shall be an Event of Default of this Note:
(a) Borrower shall fail to make any payment of any
installment of interest or principal of this Note
when due and payable; or
(b) Any warranty or representation contained in the Loan
Agreement shall prove to have been false or incorrect
or breached in any material respect on the date as of
which made; or
(c) Any violation in any material respect of any covenant
contained in the Loan Agreement; or
(d) Borrower shall fail to pay any Credit Obligation
(defined to mean any obligation for the payment of
borrowed money or the installment purchase price of
property or an account of a lease of property, or any
obligation under a guaranty or suretyship agreement
covering obligations of such type) owing by it or
them, or any interest or premium thereon, when due,
whether owed to Lender or any other person and
whether such Credit Obligation shall become due by
scheduled maturity, by required prepayment, by
acceleration, by demand, or otherwise, or Borrower
shall fail to perform any term, covenant, or
agreement on its or their part to be
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performed under any agreement or instrument
evidencing or securing or relating to any such Credit
Obligation when required to be performed which
continues beyond any applicable grace period, if the
effect of such failure is to accelerate or to permit
the holder or holders of such Credit Obligations to
accelerate the maturity of such Credit Obligation,
whether or not such failure to perform shall be
waived by the holder or holders of such Credit
Obligation; or
(e) Borrower is dissolved or liquidated, or Borrower
makes an assignment for the benefit of creditors,
files a petition in bankruptcy, is adjudicated
insolvent or bankrupt, petitions or applies to any
tribunal for any receiver or trustee of Borrower,
commences any proceeding relating to Borrower under
any bankruptcy, reorganization, readjustment of debt,
dissolution or liquidation law or statute of any
jurisdiction, whether now or hereafter in effect, or
there is commenced against Borrower any such
proceeding which remains undismissed for a period of
sixty days, or Borrower by any act indicates its
consent to, approval of or acquiescence in any such
proceeding or the appointment of any receiver of or
trustee for Borrower or any substantial part of its
property, or suffers any such receivership or
trusteeship to continue undischarged for a period of
thirty days; or
(f) Lender shall have determined that one or more
conditions exist or events have occurred which will
result in a material adverse change in the business,
properties or financial condition of Borrower.
Upon the happening of any one or more of the foregoing Events of
Default which shall be continuing (i) the unpaid balance of the principal
amount hereof shall become and be immediately due and payable without
presentation, demand, protest or other notice of any kind all of which are
expressly waived by Borrower and (ii) the Borrower shall pay all costs and
expenses of collection, including attorneys' fees.
If any required payment under this Note is not paid within ten (10)
days after the same becomes due and payable, the same shall bear interest at a
rate which is five percent (5.0%) per annum in excess of the otherwise
applicable rate of interest.
This Note is fully transferable by Lender, without the consent of or notice to,
Borrower.
It is expressly stipulated and agreed to be the intent of Borrower and
Lender at all times to comply with the applicable law governing the maximum
rate of interest payable on or in connection with all indebtedness and
transactions hereunder (or applicable United States federal law to the extent
that it permits Lender to contract for, charge, take, reserve or receive a
greater amount of interest). If the applicable law is ever judicially
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interpreted so as to render usurious any amount of money or other consideration
called for hereunder, or contracted for, charged, taken, reserved or received
with respect to any loan or advance hereunder, or if acceleration of the
maturity of this Note or the indebtedness hereunder or if any prepayment by
Borrower results in Borrower's having paid any interest in excess of that
permitted by law, then it is Borrower's and Lender's express intent that all
excess cash amounts theretofore collected by Lender be credited on the
principal balance of this Note (or if this Note has been or would thereby be
paid in full, refunded to Borrower), and the provisions of this Note
immediately be deemed reformed and the amounts thereafter collectible hereunder
reduced, without the necessity of the execution of any new document, so as to
comply with the applicable law, but so as to permit the recovery of the fullest
amount otherwise called for hereunder. The right to accelerate maturity of
this Note does not include the right to accelerate any interest which has not
otherwise accrued on the date of such acceleration, and Lender does not intend
to collect any unearned interest in the event of acceleration.
THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS NOTE SHALL BE
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF COLORADO.
CONSOLIDATED CAPITAL OF
NORTH AMERICA, INC.
a Colorado corporation
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Treasurer
