Exhibit 4.15
NOTE
$250.000.00 September.30, 1999
FOR VALUE RECEIVED, the undersigned, WINTERSTONE MANAGEMENT, INC., a
Texas corporation (the "Maker"), hereby promises to pay to the order of ZION
CAPITAL, INC., a Nevada corporation ("Lender"), at its offices located at
0000 Xxxxxx Xxxxxx Xxxx., Xxxxx 000 Xxxxx, Xxx Xxxxx, Xxxxxx 00000, or at
such other location as Lender may designate to Maker in writing, on or prior
to September ___, 2000, in lawful money of the United States of America, the
principal sum of TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($250,000.00)
or so much thereof as may be advanced and outstanding hereunder, together
with interest as hereinafter described.
This Note (this "Note") evidences the Term Loan made pursuant to, and
has been executed and delivered under, and is subject to the terms of, the
Loan Agreement of even date herewith (as the same may be amended, modified
or supplemented from time to time, the "Loan Agreement"), between Maker and
Lender, and is the "Note" referred to therein. Unless otherwise defined
herein, each capitalized term used herein has the meaning given to such term
in the Loan Agreement. Reference is made to the Loan Agreement for
provisions affecting this Note regarding payments and prepayments,
acceleration of maturity, exercise of rights, payment of attorneys' fees,
court costs, and other costs of collection, certain waivers by Maker and
others now or hereafter obligated for payment of any sums due hereunder, and
security for the payment hereof.
Subject to the terms of, and as set forth in and calculated in
accordance with, the Loan Agreement, the unpaid principal balance from day
to day outstanding hereunder shall bear interest at a rate per annum equal
to the Fixed Rate. Accrued and unpaid interest on the outstanding principal
balance hereof shall be due and payable on the last day of each month,
commencing October 3], 1999, and at maturity. All past due principal and
interest shall bear interest at the Default Rate. The entire outstanding
principal balance hereof shall bear interest at the Default Rate during the
continuance of any Event of Default. Interest payable at the Default Rate
shall be payable from time to time on demand.
This Note is entitled to the benefits of the Loan Documents.
The Maker and each surety, guarantor, endorser, and other party ever
liable for payment of any sums of money payable on this Note jointly and
severally waive notice, presentment, demand for payment, protest, notice of
protest and non-payment or dishonor, notice of acceleration, notice of
intent to accelerate, notice of intent to demand, diligence in collecting,
grace, and all other formalities of any kind, except any notice and grace
periods provided in the Loan Agreement, and consent to all extensions
without notice for any period or periods of time and partial payments,
before or after maturity, all without prejudice to the holder. The holder
shall similarly have the right to deal in any way, at any time, with one or
more of the foregoing parties without notice to any other party, and to
grant any such party any extensions of time for payment of any of said
indebtedness, or to grant any other indulgences or forbearances whatsoever,
without notice to any other party and without in any way affecting the
personal liability of any party hereunder.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEVADA AND THE APPLICABLE LAWS OF THE UNITED STATES OF
AMERICA. THIS NOTE IS PERFORMABLE IN LAS VEGAS, NEVADA.
THIS NOTE AND ALL OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED
AND DELIVERED BY MAKER IN CONNECTION WITH THE INDEBTEDNESS EVIDENCED BY THIS
NOTE EMBODY THE FINAL, ENTIRE AGREEMENT OF BORROWER AND LENDER WITH RESPECT
TO THE INDEBTEDNESS EVIDENCED BY THIS NOTE AND SUPERSEDE ANY AND ALL PRIOR
COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN
OR ORAL, RELATING TO THE INDEBTEDNESS EVIDENCED BY THIS NOTE AND MAY NOT BE
CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OR DISCUSSIONS OF XXXXXXXX AND XXXXXX THERE ARE NO ORAL
AGREEMENTS BETWEEN BORROWER AND LENDER.
Executed and delivered on the date first written above.
BORROWER:
WINTERSTONE MANAGEMENT, INC.
By: /s/
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Name: __________________________
Title:__________________________
