Exhibit 10.1061
AMENDED AND RESTATED
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PROMISSORY NOTE
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$300,000.00 Los Angeles, California
January 1, 2000
FOR VALUE RECEIVED, XXXXXXXX X. GRILL (the "Borrower"), promises to
pay to the order of UNITED PANAM FINANCIAL CORP., its successors and assigns
(the "Lender") at 1999 Avenue of the Stars, Suite 2960, Xxx Xxxxxxx, Xxxxxxxxxx
00000 or at such other place as might be designated in writing by the Lender,
the principal sum of Three Hundred Thousand Dollars ($300,000.00) or so much
thereof as remains unpaid, together with interest thereon at a fixed rate equal
to Five and Eighty-One Hundredths Percent (5.81%) per annum calculated as
provided below. Interest will be calculated on the basis of the actual days
elapsed based on a per diem charge computed over a year composed of three
hundred sixty five (365) days.
This Note amends and restates in their entirety (1) the Promissory Note of
Borrower in the original principal amount of $225,000, dated October 15, 1997
(the "October 15, 1997 Note"), and (2) the Promissory Note of Borrower in the
original principal amount of $75,000, dated March 12, 1999 (the "March 12, 1999
Note").
Principal and accrued interest will be payable as follows: On December 31,
2002, at maturity, a single payment of principal and accrued interest in the
amount of $371,594.33 shall be made, consisting of (1) $300,000 in Note
principal, (2) $15,794.45 representing interest accrued on the October 15, 1997
Note from October 16, 1998 through December 31, 1999, (3) $3,509.88 representing
interest accrued on the March 12, 1999 Note from March 13, 1999 through December
31, 1999, and (4) $52,290.00 representing accrued interest from January 1, 2000
through December 31, 2002 on the entire principal amount of this Note.
The Borrower will have the right at any time and from time to time to
prepay the unpaid principal balance of this Note, in whole or in part, without
penalty, but with interest on the unpaid principal balance accrued to the date
of prepayment.
The Borrower agrees that if, and as often as, this Note is placed in
the hands of an attorney for collection or to defend or enforce any of the
Lender's rights under this Note or otherwise relating to the indebtedness hereby
evidenced, the Borrower will pay the Lender's reasonable attorneys' fees, all
court costs and all other expenses incurred by the Lender in connection
therewith. After the failure of the Borrower to pay any such sum hereunder
within thirty (30) days of the date due, the unpaid balance of this Note will
bear interest at Ten Percent (10.0%) per annum. During the existence of any
default, the Lender may apply payments received on any amount due hereunder or
under the terms of any instrument now or hereafter evidencing or securing
payment of this indebtedness as the Lender determines from time to time.
This Note is issued pursuant to a Loan and Stock Pledge Agreement of
even date herewith (the "Loan Agreement") and is secured by the security
interests described therein. Upon the breach by the Borrower of any provision
of this Note or of the Loan Agreement, or occurrence of any other default or
event of default respecting this Note, the Loan Agreement or any other
instrument now or hereafter evidencing or securing the indebtedness represented
hereby, at the option of the Lender the entire indebtedness evidenced by this
Note shall become immediately due, payable and collectible as the Lender may
elect, regardless of the date of maturity of this Note.
This Note is issued by the Borrower and accepted by the Lender
pursuant to a lending transaction negotiated, consummated and to be performed in
California. This Note is to be construed according to the internal laws of the
State of California.
The makers, endorsers, sureties, guarantors and all other persons who
might become liable for all or any part of this obligation severally waive
presentment for payment, protest and notice of nonpayment. Such parties consent
to any extension of time (whether One or more) of payment hereof, release of all
or any part of the collateral securing payment hereof or release of any party
liable for the payment of this obligation. Any such extension or release may be
made without notice to any such party and without discharging such party's
liability hereunder.
This Note is intended to strictly conform with all usury laws to the
extent applicable to the transactions contemplated hereby. The provisions of
this Note and of all agreements between the Borrower and the Lender are hereby
expressly limited so that in no contingency or event whatsoever, shall the
amount contracted for, charged, paid or agreed to be paid to the Lender for the
use, forbearance or retention of money or credit hereunder or otherwise exceed
the maximum rate permitted by law therefor. If, from any circumstance
whatsoever, performance or fulfillment of any provision hereof or of any
agreement between the Borrower and the Lender shall, at the time of the
execution and delivery thereof, or at the time or performance of such provision
shall be due, involve or purport to require any payment in excess of the limits
prescribed by law, the obligation to be performed or fulfilled shall be reduced
automatically to the limit prescribed by law without the necessity of the
execution of any amendment or new document.
IN WITNESS WHEREOF, the Borrower has executed this instrument effective
the date first above written.
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Xxxxxxxx X. Grill
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