EXHIBIT 10.12
DEMAND PROMISSORY NOTE
$700,000 Las Vegas, NV
This Promissory Note (this "Note"), dated as of November 21, 2005, is
made and delivered by All-American Sportpark, Inc., a Nevada corporation
("Borrower") and Xxxxxx Xxxxxx ("Guarantor"), in favor of ANR, LLC, A Nevada
limited liability company ("Lender").
On behalf of and for AASP and Xxxxxx X. Xxxxxx, ANR paid $700,000
pursuant to the terms of the Settlement Agreement dated November 18, 2005, as
Xxxxxx Xxxxxx'x designee.
In consideration for ANR's payment of $700,000 pursuant to the terms of
the Settlement Agreement dated November 18, 2005, AASP hereby promises and
Xxxxxx Xxxxxx hereby guaranties to repay ANR $700,000 with interest in
accordance with the terms of this Promissory Note.
1. Interest Rate. Interest shall accrue on the outstanding portion of
the principal sum of this Note at an annual rate equal to 5% per annum,
compounded annually.
2. Payments. The outstanding principal balance under this Note, all
accrued and unpaid interest, and all other indebtedness of Borrower owing
hereunder shall be due and payable in full upon written demand therefore from
Lender to Borrower. If any payment due under this Note is not paid within 5
days of that date due, Borrower shall pay a late charge equal to 10% of the
amount due.
3. Prepayment. During the terms of this Note, Borrower may prepay a
portion of all of the unpaid principal balance, accrued and unpaid interest
and/or any other sums due Lender at the time of prepayment without any
addition fees, costs or penalties due to such prepayment.
4. Default: Acceleration. Borrower shall be in default under this
Note if (a) Borrower fails to pay when due any amount due pursuant to the
Note or (b) Borrower fails to duly keep, perform and observe each and every
term, condition, covenant, agreement or provision of this Note, and such
breach shall continue uncured for 10 days after written notice thereof is
given by Lender to Borrower.
The foregoing shall be Events of Default and any singular one shall be an
Event of Default. Upon the occurrence of an Event of Default, the whole sum
of principal and interest shall become immediately due and payable at the
option of Lender, and Lender may exercise any and all rights and remedies it
may possess at law or in equity for the collection of this obligation. Each
and every right and remedy granted to Lender or allowed to it by law shall be
cumulative and not exclusive for one or the other. So long as an Event of
Default remains outstanding: (a) interest shall accrue at the rate of 15%
per annum, and (b) Lender may, at its own option and without notice, declare
this Note immediately due and payable.
5. Waivers. Borrower waives any right to offset it now has or may
hereafter have against Lender and its successors and assigns. Borrower
waives presentment, demand, protest, notice of protest, notice of nonpayment
or dishonor and all other notices in connection with the delivery,
acceptance, performance, default or enforcement of this Note. Borrower
expressly agrees that any extension or delay in the time of payment or
enforcement of this Note or any renewal of this Note shall not in any way
affect the liability of Borrower hereunder. Any delay on Lender's part in
exercising any right hereunder shall not operate as a waiver. Lender's
acceptance of partial or delinquent payments or the failure of Lender to
exercise any right shall not waive any obligation of Borrower or any right of
Lender, or modify this Note, or waive any other similar default.
6. Cost of Collection. Borrower agrees to pay all costs of collection
when incurred and all costs incurred by the Lender hereof in exercising or
preserving any right or remedies in connection with the enforcement and
administration of this Note or following a default by Borrower, including,
but not limited to, reasonable attorneys' fees. If any suit or action is
instituted to enforce this Note, Borrower promises to pay, in addition to the
costs and disbursements otherwise allowed by law, such sum as the court may
adjudge reasonable attorneys fees in such suit or action.
7. Assignment by Lender. Lender may assign its right hereunder or
obtain participants in the Note at any time, and any such assignee, successor
or participant shall have all rights of Lender hereunder.
8. Notices. Any notice to be given pursuant to this Note shall be in
writing and shall be deemed to have been given when delivered personally or
sent by certified or registered mail, postage, prepaid, return receipt
requested, duly addressed to the party concerned at the address indicated
below or to such changed address as such party may subsequently give notice
of:
BORROWER'S ADDRESS: 0000 Xxx Xxxxx Xxxx. Xxxxx
Xxx Xxxxx, XX 00000
LENDER'S ADDRESS 0000 Xxxxxx Xxxxxx Xxxxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
9. Security. This Note is secured by the personal guarantee of the
Guarantor who unconditionally guarantees the duties and obligations of the
Borrower hereunder.
10. Governing Law. This Note shall be construed and enforced in
accordance with the laws of Nevada, and Borrower and all persons obligated
under or initiating actions to enforce this Note consent to the jurisdiction
of any federal or state court with Xxxxx, County, Nevada, and also consent to
service of process by any means authorized by Nevada or federal law.
BORROWER:
All-American Sportpark, Inc.,
a Nevada Corporation
/s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx, President
