EXHIBIT 10.2
TERM LOAN NOTE
$2,050,000
April 30, 2004
FOR VALUE RECEIVED, the undersigned, iGAMES ENTERAINMENT,
INC., a Nevada corporation with its chief executive office and principal place
of business at 000 X. Xxxxxxxxx Xxxx, Xxxxx 000, Xxxx xx Xxxxxxx, XX 00000
("iGames") and AVAILABLE MONEY, INC., a Nevada corporation with a principal
place of business at 0000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxx Xxxxxxx, XX
00000 ("Available Money", and jointly and severally with iGames, the
"Borrower"), promise to pay to the order of Mercantile Capital, L.P., with
offices located at 000 X. Xxxxxxxxx Xxx., Xxxxx 000, Xxxxxxxxx, XX 00000-0000
(the "Lender") the principal sum of Two Million Fifty Thousand Dollars
($2,050,000) or, if less, the aggregate outstanding principal balance of all
advances made by the Lender to the Borrower under the Amendment No. 1 to Loan
and Security Agreement dated of even date between Borrower and Lender (as
amended, restated, modified or supplemented from time to time, the "Agreement"),
pursuant to the "Term Loans" as defined in the Agreement, together with
interest, from the date of this note ("Note"), in like money, at said office of
the Lender, at the time and at rates per annum as provided in the Agreement.
This Note is issued pursuant to the Agreement between the
Borrower and the Lender, and is the Term Loan Note referred to in the Agreement.
All terms used and not otherwise defined in this Note shall have the meanings
given to them in the Agreement. Upon the occurrence of any Event of Default set
forth in the Agreement, the entire unpaid balance of principal and accrued
interest of this Note and all other amounts due under the Agreement shall, at
the option of the Lender, be immediately due and payable without presentment,
demand, protest or notice of any kind, all of which are expressly waived.
Payment Schedule.
(a) On May 1, 2004, Xxxxxxxx shall pay interest only for the
period between the date of this Note and May 1, 2004. Thereafter, commencing on
the first day of May, 2004, the Borrower shall make monthly payments of
principal in an amount sufficient to amortize the outstanding balance of the
Term Loan over a twenty-four (24) month period, plus accrued interest as herein
provided. All payments shall be applied first to accrued interest and then to
principal.
(b) The entire principal sum, together with accrued and unpaid
interest and any other amounts due under this Note shall be due and payable,
upon demand, on the 1st day of May, 2005 or upon earlier maturity hereof whether
by acceleration or otherwise (the "Term Loan Maturity Date"). Interest on the
principal sum of this Note shall be calculated on the basis of a three hundred
sixty (360) day year and paid for the actual number of days elapsed. All amounts
due under this Note shall be payable without setoff, counterclaim or any other
deduction whatsoever.
(c) In the event that any payment under this Note shall not be
received by the Lender within five (5) days of the date it is due, the Borrower
shall, to the extent permitted by law, pay to the Lender a late charge of 10% of
the overdue payment. Any such late charge assessed is immediately due and
payable.
(d) Borrower may prepay all or any portion of the principal
due under the Term Loan without prepayment penalty, provided that all
prepayments hereunder shall be applied as follows:
(i) First, to the payment of interest and other
costs and charges due in connection with
this Note or the Obligations, as Lender may
determine in its sole discretion; and
(ii) The balance shall be applied toward the
reduction of the principal sum.
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Time is of the essence of this Note. All payments of principal
and interest shall be made in full in lawful money of the United States of
America, without set-off, counterclaim, deduction or withholding for any reason
whatsoever, at the offices of the Lender, or at such other place as may be
directed by the Lender.
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, THE BORROWER, UPON
FIVE (5) DAYS PRIOR WRITTEN NOTICE BY XXXXXX OF SUCH EVENT OF DEFAULT,
IRREVOCABLY AUTHORIZES THE PROTHONOTARY OR ANY ATTORNEY OF ANY COURT OF RECORD
IN PENNSYLVANIA OR ELSEWHERE TO APPEAR FOR AND CONFESS JUDGMENT AGAINST THE
BORROWER FOR ANY AND ALL AMOUNTS UNPAID ON THIS NOTE AND UNDER THE AGREEMENT,
INCLUDING INTEREST THEREON TO DATE OF PAYMENT (SUCH AMOUNT AND THE OCCURRENCE OF
SUCH EVENT OF DEFAULT TO BE AS EVIDENCED BY A COMPLAINT OR AN AFFIDAVIT SIGNED
BY AN OFFICER OF THE LENDER) TOGETHER WITH FEES OF COUNSEL, DISBURSEMENTS AND
COSTS OF SUIT, AS SET FORTH BELOW, RELEASING ALL ERRORS AND WAIVING RIGHTS OF
APPEAL. IF A COPY OF THIS NOTE, VERIFIED BY AFFIDAVIT, SHALL HAVE BEEN FILED IN
SUCH PROCEEDING, IT SHALL NOT BE NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF
ATTORNEY. THE BORROWER WAIVES THE RIGHT TO ANY STAY OF EXECUTION AND THE BENEFIT
OF ALL EXEMPTION LAWS NOW OR HEREAFTER IN EFFECT. NO SINGLE EXERCISE OF THIS
WARRANT AND POWER TO CONFESS JUDGMENT SHALL BE DEEMED TO EXHAUST THIS POWER,
WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID,
VOIDABLE OR VOID, BUT THIS POWER SHALL CONTINUE UNDIMINISHED AND MAY BE
EXERCISED FROM TIME TO TIME AS OFTEN AS THE LENDER SHALL ELECT UNTIL THIS NOTE
AND ALL SUMS DUE UNDER THIS NOTE AND THE AGREEMENT SHALL HAVE BEEN PAID IN FULL.
If the Lender should engage legal counsel in the course of
collection of this Note upon the occurrence of an Event of Default, the
Borrowers shall pay to the Lender all fees and disbursements reasonably incurred
by such counsel and all costs of suit. If judgment should be entered against the
Borrowers in any collection proceeding, the Borrowers shall pay the Lender, in
addition to principal, interest, and other recoverable sums then due, attorneys'
fees equal to ten percent (10%) of the amount of such judgment (but not less
than $10,000.00), together with disbursements of counsel and costs of suit, such
sums to be included in, and recovered as a part of, such judgment.
THE BORROWER AND THE LENDER CONSENT TO THE JURISDICTION OF ANY
STATE OR FEDERAL COURT LOCATED WITHIN THE EASTERN DISTRICT OF PENNSYLVANIA IN
ANY AND ALL ACTIONS AND PROCEEDINGS ARISING UNDER OR PURSUANT TO THIS NOTE OR
ARISING UNDER OR PURSUANT TO ANY AGREEMENT, DOCUMENT OR INSTRUMENT EXECUTED IN
CONNECTION WITH OR RELATING TO THIS NOTE. THE BORROWERS IRREVOCABLY AGREE TO
SERVICE OF PROCESS BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO SUCH ADDRESS
AS THE BORROWERS MAY DIRECT BY WRITTEN NOTICE TO THE LENDER.
THE BORROWER IRREVOCABLY WAIVES A JURY TRIAL AND ANY RIGHT TO
A JURY TRIAL IN ANY ACTIONS OR PROCEEDINGS ARISING UNDER OR PURSUANT TO THIS
NOTE OR ARISING UNDER OR PURSUANT TO ANY AGREEMENT, DOCUMENT OR INSTRUMENT
EXECUTED IN CONNECTION WITH OR RELATING TO THIS NOTE, AND THE BORROWER AGREES
THAT ANY SUCH ACTION OR PROCEEDING MAY BE TRIED BEFORE A COURT AND NOT BEFORE A
JURY.
This Note is being executed and delivered in the Commonwealth
of Pennsylvania and shall be governed by and construed in accordance with the
laws of the Commonwealth of Pennsylvania. Except where the context otherwise
requires, the term "Lender" shall be deemed to include any subsequent holder of
this Note.
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IN WITNESS WHEREOF, the undersigned, intending to be legally
bound, has duly executed this Note this 30th day of April, 2004
iGAMES ENTERTAINMENT, INC.
By: /s/Xxxxxxxxxxx X. Xxxxxxxxxx (SEAL)
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Name: Xxxxxxxxxxx X. Xxxxxxxxxx
Title: CEO
AVAILABLE MONEY, INC.
By: /s/Xxxxxxxxxxx X. Xxxxxxxxxx (SEAL)
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Name: Xxxxxxxxxxx X. Xxxxxxxxxx
Title: President
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