NOTE
$800,000.00 August 29, 1997
Minneapolis, Minnesota
1. FOR VALUE RECEIVED, CASINO RESOURCE CORPORATION, a Minnesota
corporation, (the "COMPANY") hereby promises to pay to the order of XXXX
XXXXXX FAMILY GENERAL PARTNERSHIP, a Minnesota general partnership ("BFP"),
at Grand Casinos, Inc., c/o Xxxxxxx X. Xxxxxxx, 000 Xxxxxxxx Xxxx,
Xxxxxxxxxx, XX 00000, or at such other place as may be specified in writing
by BFP to the Company, in lawful money of the United States of America, in
immediately available funds, the principal sum of EIGHT HUNDRED THOUSAND AND
00/100 DOLLARS ($800,000.00) pursuant to that certain Loan Agreement dated as
of August 29, 1997 by and between the Company, Casino Building Corporation, a
Minnesota corporation ("CBC") and BFP (the "LOAN AGREEMENT"), together with
interest thereon, commencing on September 3, 1997, as set forth in Section
1.02 of the Loan Agreement.
2. The principal balance and any accrued and unpaid interest shall be due
and payable in full on the first annual anniversary date of the opening of
the Casino (the "NOTE DUE DATE"); PROVIDED, HOWEVER, in the event the Casino
has not opened by April 1, 1998, then BFP may immediately accelerate the Note
Due Date.
3. Until the Note Due Date, the Company shall only pay interest on the
unpaid principal balance which shall be payable in monthly installments. The
first monthly installment of interest shall be due and payable October 10,
1997; the remaining monthly installments of interest shall be due and payable
on or before the tenth (10th) day of each succeeding month.
4. This Note is issued pursuant to the terms of the Loan Agreement between
the Company and BFP dated as of the date hereof (the "LOAN AGREEMENT") and is
secured by all the issued and outstanding common stock of CBC pursuant to the
terms of the Stock Pledge Agreement dated as of the date hereof.
5. This Note may not be prepaid, in whole or in part, without the prior
written consent of BFP.
6. Upon the occurrence of an Event of Default or at any time thereafter,
the outstanding principal balance hereof and accrued interest and all other
amounts due hereon shall, at the option of BFP, become immediately due and
payable, without notice or demand.
7. As used herein, the following terms shall have the meaning assigned
thereto in the Loan Agreement: Event of Default and Stock Pledge Agreement.
8. The Company hereby irrevocably submits to the jurisdiction of any
Minnesota state court or federal court over any action or proceeding arising
out of or relating to this Note, the Loan Agreement, the Stock Pledge
Agreement and any instrument, agreement or document related thereto, and the
Company hereby irrevocably agrees that all claims in respect of such action
or proceeding
may be heard and determined in such Minnesota state or federal court. The
Company hereby irrevocably waives, to the fullest extent it may effectively
do so, the defense of an inconvenient forum to the maintenance of such action
or proceeding. The Company irrevocably consents to the service of copies of
the summons and complaint and any other process which may be served in any
such action or proceeding by the mailing by United States certified mail,
return receipt requested, of copies of such process to the Company's last
known address. The Company agrees that judgment final by appeal, or
expiration of time to appeal without an appeal being taken, in any such
action or proceeding, shall be conclusive and may be enforced in any other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Section shall affect the right of BFP to serve legal process
in any other manner permitted by law or affect the right of BFP to bring any
action or proceeding against the Company or its property in the courts of any
other jurisdiction to the extent permitted by law.
9. This Note shall be construed in accordance with the laws of the state
of Minnesota, without giving effect to conflict of laws principles thereof.
Upon the occurrence of an Event of Default hereunder, the undersigned agrees
to pay all costs and expenses of collection incurred by BFP related to such
Event of Default, including reasonable attorneys' fees, whether or not suit
is commenced. The undersigned hereby waives demand, presentment for payment,
notice of nonpayment, protest and notice of protest hereon.
CASINO RESOURCE CORPORATION
By _______________________________________
Xxxx X. Xxxxxx
Its President
"COMPANY"
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