Exhibit 10.16
AMENDED PROMISSORY NOTE
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$1,255,820.98 Date: December 21, 2011
Due: December 1, 2013
FOR VALUE RECEIVED, NOBLE ROMANS, INC., an Indiana corporation
("Borrower"), promises and agrees to pay to the order of XXXX X. XXXXXX
("Lender"), of Xxxxxx County, Indiana, in lawful money of the United States of
America, at Xxx Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxx 00000, with
attorneys' fees and costs of collection and without relief from valuation and
appraisement laws, the principal sum of One Million Two Hundred Fifty Five
Thousand Eight Hundred Twenty and Ninety-Eight Cents ($1,255,820.98) with
interest at the rate of eight percent (8%) per annum prior to an Event of
Default (as defined below) and at the rate of thirteen percent (13%) per annum
after an Event of Default (the "Default Rate").
Borrower shall make payments of principal and interest as follows:
(a) Commencing on January 1, 2011, and on the first (1st) day of each
calendar month thereafter up to and including October 1, 2012,
Borrower shall make payments of interest only on the outstanding
principal balance; and
(b) Commencing on January 1, 2013, and on the first (1st) day of each
calendar month thereafter up to and including November 1, 2013,
Borrower shall make principal payments in the amount of One
Hundred Thousand Dollars ($100,000.00), plus accrued interest;
and
(c) On December 1, 2013 (the "Maturity Date"), Borrower shall pay to
Lender all remaining outstanding principal and accrued interest
due and unpaid under this Note.
This Note may be prepaid in full or in part at any time without
penalty. All prepayments shall be applied first to all accrued and unpaid
interest, next against principal, and the amount of interest payable thereafter
shall be computed on the reduced principal amount, with the amount of Borrower's
interest payments thereafter being adjusted accordingly; however, no such
prepayment shall relieve the undersigned from the continuing obligation to make
payments in accordance with this Note prior to payment in full of the entire
principal amount.
In the event any payment due hereunder is not paid within five (5) days
of the date such installment is due (an "Event of Default"), the entire unpaid
balance of principal and accrued and unpaid interest shall become due and
payable immediately, without further notice. Upon an Event of Default, in
addition to all other amounts to which Lender shall be entitled, Lender shall be
entitled to recover from Borrower Lender's reasonable attorneys' fees and costs
of collection incurred in connection with such Event of Default. So long as any
Event of Default exists, regardless of whether there has been an acceleration by
Lender, interest shall accrue on the unpaid balance of principal and interest
hereunder at a rate per annum equal to the Default Rate.
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The Default Rate shall be calculated on the unpaid principal balance of
the indebtedness evidenced hereby at the time of reference, based on a year of
three hundred sixty (360) days consisting of twelve (12) thirty (30) day months.
If any provision of this Note is held to be invalid or unenforceable by
a court of competent jurisdiction, the remaining provisions of this Note shall
remain in full force and effect.
This obligation shall bind Borrower and its successors and assigns, and
the benefits hereof shall inure to Lender and its successors and assigns.
Borrower, co-makers, sureties, endorsers and guarantors, and each of
them, expressly waive demand and presentment for payment, notice of nonpayment,
protest, notice of protest, notice of dishonor, notice of intent to accelerate
the maturity hereof, notice of the acceleration of the maturity hereof, bringing
of suit and diligence in taking any action to collect amounts called for
hereunder and in the handling of securities at any time existing in connection
herewith; such parties are and shall be jointly, severally, directly and
primarily liable for the payment of all sums owing and to be owing hereon,
regardless of and without any notice, diligence, act or omission as or with
respect to the collection of any amount called for hereunder or in connection
with any right, lien, interest or property at any and all times had or existing
as security for any amount called for hereunder.
This Note is unsecured.
Time is of the essence with respect to each and every term and
provision of this Note. Borrower expressly waives all right to the benefit of
any statute of limitations and any moratorium, reinstatement, marshaling,
forbearance, extension, or appraisement now or hereafter provided by the
Constitution and the laws of the United States and of any state thereof, as a
defense to any demand against Borrower to the fullest extent permitted by law.
The undersigned person signing on behalf of Borrower certifies that (a)
he is fully empowered and duly authorized by any and all necessary action or
consent required to execute and deliver this Note, and (b) that this Note has
been duly authorized, executed and delivered and constitutes a legal, valid and
binding obligation of such party, enforceable in accordance with its terms.
This Note has been executed and delivered in and shall be construed in
accordance with and governed by the laws of the State of Indiana and of the
United States of America.
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IN WITNESS HEREOF, Borrower has executed this Note as of the day and
year first written above.
NOBLE ROMANS, INC.
By: /s/ Xxxx X. Xxxxxx
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Printed: Xxxx X. Xxxxxx
Title: Chairman and Chief Executive Officer
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