EXHIBIT 10.27
PROMISSORY NOTE
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Principal Loan Date Maturity Loan No Call Collateral Account Officer Initials
$500,000.00 06-14-1996 07-15-1997 0106499155 512 02 CB
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References in the shaded area are for Lender's use only and do not limit the applicability of this
document to any particular loan or item.
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Borrower: California Culinary Academy, Inc. Lender: Mid-Peninsula Bank
000 Xxxx Xxxxxx 000 Xxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000-3368 P.O. Box 210
Palo Alto, CA 94302
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Principal Amount: $500,000.00 Initial Rate: 7.000% Date of Note: June 14, 1996
PROMISE TO PAY. California Culinary Academy, Inc. ("Borrower") promises to pay
to Mid-Peninsula Bank ("Lender"), or order, in lawful money of the United States
of America, the principal amount of Five Hundred Thousand & 00/100 Dollars
($500,000.00), together with interest on the unpaid principal balance from June
14, 1996, until paid in full.
PAYMENT. Borrower will pay this loan in one principal payment of $500,000.00
plus interest on July 15, 1997. This payment due July 15, 1997, will be for all
principal and accrued interest not yet paid. In addition, Borrower will pay
regular monthly payments of all accrued unpaid interest due as of each payment
date, beginning July 15, 1996, will all subsequent interest payments to be due
on the same day of each month after that. Interest on this Note is computed on
a 365/360 simple interest basis; that is, by applying the ratio of the annual
interest rate over a year of 360 days, multiplied by the outstanding principal
balance, multiplied by the actual number of days the principal balance is
outstanding. Borrower will pay Lender at Xxxxxx's address shown above or at
such other place as Lender may designate in writing. Unless otherwise agreed or
required by applicable law, payments will be applied first to accrued unpaid
interest, then to principal, and any remaining amount to any unpaid collection
costs and late charges.
VARIABLE INTEREST RATE. The interest rate on this Note is subject to change
from time to time based on changes in an index which is the Mid-Peninsula
Bank quoted rate For 90-Day, $500,000.00 Jumbo Business Times Certificates of
Deposit (the "Index"). Lender will tell Borrower the current Index rate upon
Xxxxxxxx's request. Borrower understands that Lender may make loans based on
other rates as well. The interest rate change will not occur more often than
each 90 days. The Index currently is 5.000% per annum. The interest rate to
be applied to the unpaid principal balance of this Note will be at a rate of
2.000 percentage points over the Index, resulting in an initial rate of
7.000% per annum. NOTICE: Under no circumstances will the interest rate on
this Note be more than the maximum rate allowed by applicable law....
PREPAYMENT; MINIMUM INTEREST CHARGE. Xxxxxxxx agrees that all loan fees and
other prepaid finance charges are earned fully as of the date of the loan and
will not be subject to refund upon early payment (whether voluntary or as a
result of default), except as otherwise required by law. In any event, even
upon full prepayment of this Note, Xxxxxxxx understands that Lender is
entitled to a minimum interest charge of $250.00. Other than Xxxxxxxx's
obligation to pay any minimum interest charge, Borrower may pay without
penalty all or a portion of the amount owed earlier than it is due. Early
payments will not, unless agreed to by Xxxxxx in writing, relieve Borrower or
Xxxxxxxx's obligation to continue to make payments under the payment
schedule. Rather, they will reduce the principal balance due.
LATE CHARGE: If a payment is 10 days or more late, Borrower will be charged
5.000% of the regularly scheduled payment or $10.00, whichever is greater.
DEFAULT: Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when due. (b) Borrower breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform when
due any other term, obligation, covenant, or condition contained in this Note or
any agreement related to this Note, or in any other agreement or loan Borrower
has with Lender. (c) Any representation or statement made or furnished to
Lender by Borrower or on Xxxxxxxx's behalf is false or misleading in any
material respect either now or at the time made or furnished. (x) Xxxxxxxx
becomes Insolvent, a receiver is appointed for any part of Xxxxxxxx's property,
Xxxxxxxx makes an assignment for the benefit of creditors, or any proceeding is
commenced either by Borrower or against Borrower under any bankruptcy or
insolvency laws. (e) Any creditor tries to take any of Xxxxxxxx's property on
or in which Xxxxxx has a lien or security interest. This includes a garnishment
of any Borrower's accounts with Xxxxxx. (f) Any of the events described in this
default section occurs with respect to any guarantor of this Note. (g) A
material adverse change occurs in Borrower's financial condition, or Xxxxxx
believes the prospect of payment or performance of the indebtedness is impaired.
If any default, other than a default in payment, is curable and if Borrower has
not been given notice of a breach of the same provision of this Note within the
preceding twelve (12) months, it may be cured (and no event of default will have
occurred) if borrower, after receiving written notice from Lender demanding cure
of such default: (a) cures the default within fifteen (15) days; or (b) if the
cure requires more than fifteen (15) days, immediately initiates steps which
Lender deems in Xxxxxx's sole discretion to be sufficient to cure the default
and thereafter continues and completes all reasonable and necessary steps to
sufficient to produce compliance as soon as reasonably practical.
LENDER'S RIGHTS. Upon default, Xxxxxx may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, without
notice, and then Borrower will pay that amount. Upon Borrower's failure to pay
all amounts declared due pursuant to this section, including failure to pay upon
final maturity, Lender, at its option, may also, if permitted under applicable
law, do one or both of the following: (a) Increase the variable interest rate
on this Note to 7,000 percentage points over the Index, and (b) add any unpaid
accrued interest to principal and such sum will bear interest therefrom until
paid at the rate on this Note (including any increased rate). Lender may hire
or pay someone else to help collect this Note if Borrower does not pay.
Xxxxxxxx also will pay Lender that amount. This includes, subject to any limits
under any applicable law, Xxxxxx's attorneys' fees and Xxxxxx's legal expenses
whether or not there is a lawsuit, including attorneys' fees and legal expenses
for bankruptcy proceedings (including efforts to modify or vacate any automatic
stay or injunction), appeals, and any anticipated post-judgment collection
services. Xxxxxxxx also will pay any court costs, in addition to all other sums
provided by law. This Note has been delivered to Lender and accepted by Lender
in the State of California. If there is a lawsuit, Xxxxxxxx agrees upon
Xxxxxx's request to submit to the jurisdiction of the courts of Santa Xxxxx
County, the State of California. This Note shall be governed by and construed
in accordance with the laws of the State of California.
DEPOSIT ACCOUNTS. Borrower grants to Lender a contractual possessory security
interest in, and hereby assigns, conveys, delivers, pledges, and transfers to
Lender all Borrower's right, title and interest in and to, Xxxxxxxx's accounts
with Lender (whether checking, savings, or some other account), including
without limitation all accounts held jointly with someone else and all accounts
Borrower may open in the future, excluding however, all IRA, Xxxxx, and trust
accounts.
PLEASE
/s/ KK
INITIAL
06-14-1996 PROMISSORY NOTE Page 2
(Continued)
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GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Borrower and any other person
who signs, guarantees or endorses this Note, to the extent allowed by law,
waive any applicable statute of limitations, presentment, demand for payment,
protest and notice of dishonor. Upon any change in the terms of this Note,
and unless otherwise expressly stated in writing, no party who signs this
Note, whether as maker, guarantor, accommodation maker or endorser, shall be
released from liability. All such parties agree that Lender may renew or
extend (repeatedly and for any length of time) this loan, or release any
party or guarantor or collateral; or impair, fail to realize upon or perfect
Xxxxxx's security interest in the collateral; and take any other action
deemed necessary by Lender without the consent of or notice to anyone. All
such parties also agree that Xxxxxx may modify this loan without the consent
of or notice to anyone other than the party with whom the modification is
made.
PRIOR TO SIGNING THIS NOTE, XXXXXXXX READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. XXXXXXXX AGREES TO
THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE.
BORROWER:
California Culinary Academy, Inc.
By: /s/ Xxxxx Xxxxx /s/ Xxxxxx X. Xxxxxxxxxx
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Xxxxx Xxxxx, President Xxxxxx X. Xxxxxxxxxx, CFO
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