EXHIBIT 10.15
Form of Unsecured Promissory Note
Due January __, 1999
$50,000 January __, 1998
FOR VALUE RECEIVED, Ascutney Mountain Resort, L.P., a Delaware limited
partnership and Ascutney Mountain Resort Hotel, L.P., a Delaware limited
partnership (collectively, "Borrower"), promise to pay to the order of Xxxxxxx
X. Xxxxx ("Lender"), the principal sum of FIFTY THOUSAND DOLLARS ($50,000),
together with interest at the rate of 8.0% per annum (computed on the basis of a
360-day year of twelve 30-day months) on the Maturity Date (as hereinafter
defined), which interest shall accrue from the date hereof to and including the
date all principal and interest due under this Note (the "Note") is paid in
full. All such payments of principal and interest hereon and all other amounts
payable hereunder shall be paid on the Maturity Date and shall be made in
currency of the United States of America by check to such address specified by
Lender to the Borrower in writing, without deduction, set-off or counterclaim.
1. Maturity Date. The Maturity Date shall be the earlier to occur of
(a) January __, 1999 or (b) the completion of the sale of securities pursuant to
an initial public offering (the "IPO") by Snowdance, Inc. ("Snowdance"), a
Delaware corporation, with gross proceeds of at least $5,000,000, if such IPO is
completed by June 30, 1998.
2. Xxxxxx's Right to Convert. From and after the earlier to occur of
(a) the sale of all or substantially all of the assets of (of which sale
Borrower shall give Lender seven days prior written notice) or equity interests
in Borrower or Ascutney Mountain Resort Realty, L.P and any successors in
interest thereto (the "Limited Partnerships"), except in connection with that
certain Exchange Agreement by and among Xxxxxx X. Xxxxxxxxxxx, Xxxxx X.
Xxxxxxxxxxx, Snowdance Ski Company, Snowdance Hotel Company, Snowdance Realty
Company, and Snowdance, pursuant to which the limited partnership interests (the
"Limited Partnership Interests") and the general partnership interests in the
Limited Partnerships will be contributed to Snowdance in order to facilitate the
IPO and (b) July 1, 1998, and until the Maturity Date, Lender shall have the
right, but not the obligation, upon the giving of notice to Borrower, to convert
the outstanding principal and all accrued interest due under this Note into 2.5%
of the outstanding Limited Partnership Interests. Such conversion shall occur
pursuant to an assignment by Xxxxx X. Xxxxxxxxxxx of certain Limited Partnership
Interests currently held by her resulting in Lender holding 2.5% of the Limited
Partnership Interests. All interest and principal due under this Note shall be
deemed paid in full upon the receipt by Lender of any Limited Partnership
Interests totalling 2.5% of all of the Limited Partnership Interests.
3. Defaults and Remedies. Upon the occurrence of an Event of Default
(as hereinafter defined), the entire unpaid principal balance of this Note, all
accrued and unpaid interest and all other amounts payable to Lender pursuant to
this Note shall, at Xxxxxx's option, be accelerated and become immediately due
and payable, and Xxxxxx shall also be entitled to any and all other remedies
conferred by statute or rule of law. Xxxxxx's rights and remedies, whether
pursuant hereto or any other statute or rule of law, shall be cumulative and
not alternative. For purposes hereof, an "Event of Default" shall occur (a) if
Borrower shall not pay in full on the Maturity Date the entire principal amount
hereof, together with interest thereon and (b) any petition in bankruptcy shall
be filed by or against Borrower or any proceeding in bankruptcy or under any
Acts of Congress relating to the relief of debtors shall be commenced for the
relief or readjustment of any indebtedness of Borrower.
4. No Transfer. This Note may not be assigned, pledged, hypothecated or
otherwise transferred by Lender to anyone other than a brother, sister, son,
daughter or spouse of Xxxxxx, or a trust for the benefit of such persons,
without the prior written consent of Xxxxxxxx.
5. No Waiver. No failure to exercise and no delay in exercising any
right, power or privilege hereunder by Xxxxxx, or any course of dealing between
Xxxxxxxx and Lender, shall operate as a waiver of any right, power or privilege
hereunder, nor shall any single or partial exercise of any right, power or
privilege hereunder preclude the exercise of any other right, power or
privilege.
6. Amendments. This Note may be amended or varied only by a document in
writing, of even or subsequent date hereof, executed by Xxxxxxxx and Xxxxxx.
7. Severability. The invalidity or unenforceability of any provision of
this Note shall not affect the validity or enforceability of any other
provision.
8. Headings. The descriptive headings in this Note are for convenience
of references only, and shall not be deemed to affect the meaning or
construction of any of the provisions hereof.
9. Notice. The Limited Partnerships shall give notice in writing to
Lender prior to the sale or transfer of any Limited Partnership Interests.
10. No Right of Set-off. Borrower shall not set-off, appropriate or
apply any credit, indebtedness or claim, whether direct or indirect, absolute or
contingent, matured or unmatured, at any time held or owing by Lender to or for
the credit or the account of Borrower against and on the account of the
principal and interest due hereunder or any other obligation or liability owing
from Borrower to Lender hereunder.
11. Expenses. Borrower hereby promises to pay all costs and expenses,
including reasonable attorneys' fees, incurred by Xxxxxx in connection with this
Note and in enforcing its rights hereunder upon an Event of Default.
12. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND
CONSTRUED UNDER THE INTERNAL LAWS (AS OPPOSED TO THE LAWS OF
CONFLICTS) OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, Xxxxxxxx has executed this Note as of the
date first written above.
ASCUTNEY MOUNTAIN RESORT, L.P.
By: SNOWDANCE SKI COMPANY, its
general partner
By:_______________________________
Name:
Title:
ASCUTNEY MOUNTAIN RESORT
HOTEL, L.P.
By: SNOWDANCE HOTEL COMPANY,
its general partner
By:_______________________________
Name:
Title:
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The following parties, by signing below, hereby consent to and
acknowledge that they will abide by the terms and conditions of Paragraph 2
hereto.
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Xxxxx X. Xxxxxxxxxxx
SNOWDANCE SKI COMPANY
By:_______________________________
Name:
Title:
SNOWDANCE HOTEL COMPANY
By:_______________________________
Name:
Title:
SNOWDANCE REALTY COMPANY
By:_______________________________
Name:
Title:
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