EXHIBIT 10.19
PROMISSORY NOTE
$_____________ June 1, 1997
FOR VALUE RECEIVED, ____________________ (herein called "MAKER") hereby
promises to pay to the order of CRC Holdings Corp., a Delaware corporation
("PAYEE"), the principal sum of _____________________ Dollars ($ ) with interest
thereon at the rate of Six and 75/100 percent (6.75%) per annum. Both principal
and interest are payable as hereinafter provided in lawful money of the United
States of America at the address of Payee set forth below or at such other place
as from time to time may be designated by the holder of this Note.
The principal of this Note shall be due and payable on June 30, 2002.
Interest on this Note shall be payable in quarterly installments, each of which
shall be due on the last day of each March, June, September and December of each
year, beginning June 30, 1997 and continuing regularly thereafter until
maturity.
Upon the occurrence of an Event of Default under the Security Agreement
(defined below), Payee shall have the option of declaring the principal of this
Note, and all accrued and unpaid interest thereon, to be immediately due and
payable (an "ACCELERATION").
This Note is secured by and entitled to the benefits of that certain
Security Agreement of even date herewith (the "SECURITY AGREEMENT") between
Maker and Payee, as the secured party. Maker shall have the right to prepay,
without penalty, at any time and from time to time prior to maturity, all or any
part of the unpaid principal balance of this Note and/or all or any part of the
unpaid interest accrued to the date of such prepayment, provided that any such
principal thus paid is accompanied by accrued interest on such principal.
It is the intent of the Payee and Maker in the execution of this Note and
all other instruments now or hereafter securing this Note to contract in strict
compliance with applicable usury law. In furtherance thereof, the Payee and
Maker stipulate and agree that none of the terms and provisions contained in
this Note, or in any other instrument executed in connection herewith, shall
ever be construed to create a contract to pay for the use, forbearance or
detention of money, interest at a rate in excess of the maximum interest rate
permitted to be charged by applicable law. Neither Maker nor any guarantors,
endorsers or other parties now or hereafter becoming liable for payment of this
Note shall ever be required to pay interest on this Note at a rate in excess of
the maximum interest that that may be lawfully charged under applicable law, and
the provisions of this paragraph shall control over all other provisions of this
Note and any other instruments now or hereafter executed in connection herewith
that may be in apparent conflict herewith. The holder of this Note expressly
disavows any intention to charge or collect excessive unearned interest or
finance charges in the event the maturity of this Note is accelerated. If the
maturity of this Note shall be accelerated for any reason or if the principal of
this Note is paid prior to the end of the term of this Note, and as a result
thereof the interest received for the actual period of existence of the loan
evinced by this Note exceeds the
applicable maximum lawful rate, the holder of this Note shall, at its option,
either refund to Maker the amount of such excess or credit the amount of such
excess against the principal balance of this Note then outstanding and thereby
shall render inapplicable any and all penalties of any kind provided by
applicable law as a result of such excess interest. In the event that the said
payee or any other holder of this Note shall collect monies that are deemed to
constitute interest that would increase the effective interest rate on this Note
to a rate in excess of that permitted to be charged by applicable law, all such
sums deemed to constitute interest in excess of the lawful rate shall, upon such
determination, at the option of the holder of this Note, be either immediately
returned to Maker or credited against the principal balance of this Note then
outstanding, in which event any and all penalties of any kind under applicable
law as a result of such excess interest shall be inapplicable. By execution of
this Note, Maker acknowledges that it believes the loan evinced by this Note to
be non-usurious and agrees that if, at any time, Maker should have reason to
believe that such loan is in fact usurious, it will give the holder of this Note
notice of such condition and Maker agrees that said holder shall have ninety
(90) days in which to make appropriate refund or other adjustment in order to
correct such condition if in fact such exists. The term "APPLICABLE LAW" as used
in this Note shall mean the laws of the State of Texas or the laws of the United
States, whichever laws are applicable and allow the greater rate of interest, as
such laws now exist or may be changed or amended or come into effect in the
future.
Should the indebtedness represented by this Note or any part thereof be
collected at law or in equity or through any bankruptcy, receivership, probate
or other court proceedings or if this Note is placed in the hands of attorneys
for collection after default, Maker and all endorsers, guarantors and sureties
of this Note jointly and severally agree to pay to the holder of this Note in
addition to the principal and interest due and payable hereon reasonable
attorneys' and collection fees.
Maker and all endorsers, guarantors and sureties of this Note and all
other persons liable or to become liable on this Note severally waive
presentment for payment, demand, notice of demand and of dishonor and nonpayment
of this Note, notice of intention to accelerate the maturity of this Note,
notice of acceleration of this Note, protest and notice of protest, diligence in
collecting, and the bringing of suit against any other party, and agree to all
renewals, extensions, modifications, partial payments, releases or substitutions
of security, in whole or in part, with or without notice, before or after
maturity.
This Note and the rights and duties of the parties hereunder shall be
governed for all purposes by the law of the State of Texas and the law of the
United States applicable to transactions within such State.
IN WITNESS WHEREOF, Xxxxx has duly executed and delivered this Note as of
the date first above written.
_________________________________________
Address of Payee Address of Maker
____________________ ____________________
____________________ ____________________
____________________ ____________________
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