EXHIBIT 10.2
PROMISSORY NOTE
Borrower: Lender:
The President Riverboat Casino- American Gaming & Entertainment, Ltd.
Mississippi, Inc. Xxx Xxxxxxxx Xxxxxx
000 Xxxxx Xxxxx Xxxxxx Xxxxxxx, XX 00000
Xx. Xxxxx, Xxxxxxxx 00000
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Principal Amount: Maturity Date of Note: Date of Note:
U.S. $5,827,500.00 April 15, 2000 August 10, 1999
PROMISE TO PAY. THE PRESIDENT RIVERBOAT CASINO-MISSISSIPPI, INC., a
Mississippi corporation ("Borrower"), promises to pay to the order of AMERICAN
GAMING & ENTERTAINMENT, LTD. ("Lender"), or its assigns, in lawful money of
the United States of America the sum of Five Million, Eight Hundred Twenty-
seven Thousand, Five Hundred and 00/100 Dollars (U.S. $5,827,500.00), plus
costs, interest, attorneys' fees and other expenses as set forth below (the
"Indebtedness").
SALE AGREEMENT. This Note is made and executed with reference to that certain
Sale Agreement among Borrower, Lender and certain other parties, dated July 2,
1999. All capitalized terms used in this Note (and not otherwise defined
herein) shall have the meanings defined in the Security Agreement and the
Preferred Ship Mortgage, dated of even date herewith and attached as exhibits
to the Sale Agreement.
NO INTEREST. The amount due under this Note shall not bear interest, except
as stated below.
PAYMENT OF PRINCIPAL. The principal amount due under this Note shall be
payable in monthly installments of $290,000 on the first day of each month
beginning on September 1, 1999, and continuing through March 1, 2000, plus
$145,000.00 on the first day of April 2000, and then the balance of all
outstanding principal shall be due and payable at maturity on April 15, 2000.
All payments shall be made to Rimmer, Rawlings, XxxXxxxx & Xxxxxxx, 000 X.
Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxx, 00000, provided, however, that a
different place of payment may be designated by Lender, or its assigns.
PREPAYMENT. Borrower may prepay this Note in whole or in part at any time,
without penalty.
LATE CHARGE. If the Borrower fails to pay any payment under this Note in full
by the tenth day of the month in which the payment is due, Borrower agrees to
pay Lender a delinquency charge of 12% per annum on the amount of the
delinquent payment due or, if the maturity date of the note has been
accelerated, on the entire amount of the Indebtedness, from the time of the
delinquency until the delinquent amount is paid in full.
LENDER'S RIGHTS UPON DEFAULT. Upon the occurrence of and during the
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continuation of any Event of Default (as defined in the Preferred Ship
Mortgage delivered by Purchaser under the Sale Agreement), Lender shall have
all of the rights and remedies provided in the Security Agreement and
Preferred Ship Mortgage delivered by Purchaser under the Sale Agreement. If
an Event of Default occurs and is not cured within twenty (20) days thereof,
Lender shall have the right to accelerate the maturity of this Note and
declare the entire unpaid balance of the Indebtedness immediately due and
payable.
COLLATERAL. This Note is secured by security rights granted in that certain
Security Agreement and that certain Preferred Ship Mortgage, executed by
Borrower in favor of Lender of even date herewith.
ATTORNEYS' FEES. If Lender refers this Note to an attorney for collection, or
files suit against Borrower to collect this Note, or if Borrower files for
bankruptcy or other relief from creditors, Borrower agrees to pay Lender's
reasonable attorneys' fees, costs and expenses.
GOVERNING LAW. Borrower agrees that this Note and the loan evidenced hereby
shall be governed under the laws of the State of Mississippi.
CAPTION HEADINGS. Caption headings of the sections of this Note are for
convenience purposes only and are not to be used to interpret or to define
their provisions. In this Note, whenever the context so requires, the
singular includes the plural and the plural also includes the singular.
SEVERABILITY. If any provision of this Note is held to be invalid, illegal or
unenforceable by any court, that provision shall be deleted from this Note and
the balance of this Note shall be interpreted as if the deleted provision
never existed.
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT
OF A COMPLETED COPY OF THE NOTE.
BORROWER: THE PRESIDENT RIVERBOAT CASINO-MISSISSIPPI, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President
and Chief Financial Officer
