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EXHIBIT 10.3
LOAN NO. _______
PROMISSORY NOTE
CITY: ORLANDO STATE: FLORIDA DATE: OCTOBER 25, 1995
For value received the receipt of which is hereby acknowledged, the
undersigned, AUTOMOTIVE ONE PART STORES, INC. AKA AUTOMOTIVE ONE PARTS STORES,
INC., a Florida corporation, (herein "PAYOR"), hereby promises to pay to the
order of A.P.S., INC., a Delaware corporation, (herein "PAYEE"), at its place of
business, 00000 Xxxx X. Xxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxx Xxxxxx, Xxxxx 00000,
or such other place or places as PAYEE may from time to time name, the sum of
Two Million Four Hundred Fifty Thousand and no/100 Dollars ($2,450,000.00) in
legal and lawful money of the United States of America, with interest thereon
from date hereof until maturity at the rate of ten percent (10%) per annum.
The term of this Note is one (1) year less one (1) day. Principal and
interest is due an payable at maturity, October 24, 1996. All past due principal
and interest shall bear interest at the maximum nonusurious rate allowed by law
until paid.
This Note is issued pursuant to a Loan Agreement dated as of the date
hereof between Payor, as Borrower, and Payee, as Lender, reference to which is
hereby made as to Payee's rights of acceleration of the unpaid principal balance
hereof before stated maturity upon the happening of certain events and for all
other purposes.
This Note is secured by a Security Agreement of even date herewith from
the undersigned to the Payee and by real estate mortgages (herein "Mortgages")
of even date herewith.
If default is made in the payment, in whole or in part, of any
installment(s) as provided in this Note, or if any Event of Default as set forth
in the Loan Agreement or the Security Agreement occurs (the Note, Loan
Agreement, Security Agreement, Mortgages and Product Purchase Agreement herein
collectively referred to as the "LOAN DOCUMENTATION"), in the case of a default
in payment without notice, and in the case of an Event of Default in any or all
of the Loan Documentation, and the default is not cured within twenty (20) days
after Payee gives notice of the default, the Payee shall have the right and
option to declare the entire balance of principal and accrued interest on this
Note at once due, payable and mature and foreclose or require foreclosure of any
and all liens or Mortgages securing the payment hereof as provided in the Loan
Documentation securing the payment hereof as provided in the Loan Documentation
and to exercise any other right(s) which Payee may have available under the Loan
Documentation. Failure to exercise any right upon any
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default shall not constitute a waiver of Payee to exercise the right in the
event of any subsequent default and no delay of Payee in exercising any right
shall constitute a waiver or be deemed unenforceable under the doctrine of
latches or any other theory under which a right of Payee by delay in time may be
deemed unenforceable.
If this Note is not paid at maturity, regardless of how such maturity
might be brought about, and the same is placed in the hands of an attorney for
collection or suit is filed hereon, or proceedings are had in bankruptcy,
probate, receivership, reorganization or any other legal or judicial proceedings
for the collection hereof, the undersigned hereby agrees to pay all reasonable
attorney's and other fees and expenses incurred by payee in enforcing its rights
under the Loan Documentation or any other instrument by which Payor is bound to
Payee.
Except as otherwise expressly provided in the Loan Documentation, each
and every maker, co-maker, guarantor, surety and endorser hereof expressly
waives demand or presentment for payment, protest, notice of protest and
nonpayment, bringing of suit and diligence in taking any action to collect sums
owing hereunder and/or in the handling of any "Collateral" (as defined in the
Security Agreement) and agrees that the liability of each and every maker,
co-maker, guarantor, surety and endorser hereof on or with respect to this Note
shall not be affected by any release or change in any security at any time
existing.
Any interest computation under this Note shall be at not more than the
maximum legal rate upon the portion of the face amount hereof representing
principal which remains unpaid from time to time, each installment being first
applied to the retirement of accrued interest and the remainder to the
principal, it being the intention of the parties hereto to conform strictly to
the laws of the State of Florida now in force, and in the event it should be
held that interest payable under this Note is in excess of the maximum permitted
by law, the interest chargeable hereunder (whether included in the face or
otherwise) shall be reduced to the maximum amount allowable by law and any
interest already paid in excess of that which is allowed will be considered a
reduction in principal.
Any term capitalized herein that is not defined in this Note shall have
the meaning ascribed too such term in the Loan Agreement.
All or any part of this Note may be prepaid at any time without
penalty.
AUTOMOTIVE ONE PART STORES, INC.
AKA AUTOMOTIVE ONE PARTS STORES, INC.
By: /s/ Xxxxxx X. Xxxxxx, III
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Xxxxxx X. Xxxxxx, III, President
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ATTEST:
By:
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Secretary
(SEAL)
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