Exhibit 10.14
AMENDED AND RESTATED
PROMISSORY NOTE
AND PLEDGE AGREEMENT
$950,000.00 Dated as of
August 4, 1998
New York, New York
Xxxxx X. Xxxxx ("Maker") promises to pay on August 4, 2001 (the
"Maturity Date"), to the order of ALLIANCE National Incorporated at 00 Xxxx
Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 ("Payee"), the principal amount
of NINE HUNDRED FIFTY THOUSAND DOLLARS ($950,000.00).
This Note shall accrue interest on the principal amount hereof
at a rate of 5.48% per annum, calculated on the basis of a 365 day year. Maker
shall pay accrued interest annually on August 4 of each year and on the
Maturity Date.
This Note may be prepaid in whole or in part without premium or
penalty at any time and from time to time at the option of the Maker. Any
prepayments shall be applied first to accrued and unpaid interest, and then to
outstanding principal.
The rights, duties and obligations of (a) Maker under this Note
may not be assigned without the prior consent of Payee and (b) Payee under
this Note may be assigned without the prior consent of Maker.
In order to secure (i) the due and punctual payment of all
monetary obligations hereunder of Maker to Payee and any reasonable costs and
expenses (including, but not limited to, all legal fees and expenses) of
collection or enforcement of any such obligations and (ii) the due and
punctual payment of any costs and expenses incurred in connection with the
realization of the security for which this Note provides and any reasonable
costs and expenses (including, but not limited to, all legal fees and
expenses) incurred in connection with any proceedings to which this Note may
give rise (collectively referred to herein as "Liabilities"), Maker hereby
transfers, assigns, grants, bestows, sells, conveys and pledges to Payee a
first security interest in the Collateral (as herein defined), which security
interest shall remain in full force and effect until all of the Liabilities
shall have been paid in full to Payee.
For purposes of this Note, "Collateral" shall mean all of
Maker's right, title and interest in and to 200,000 shares of Class A Common
Stock, par value $.01 per share, that Maker owns in Payee; and all proceeds
and products thereof (as the foregoing terms are defined in the Uniform
Commercial Code as in effect in the State of New York). Concurrently with the
Maker's execution and delivery of this Note, Maker has (a) duly executed in
blank a stock power required by the pledge of the Collateral hereunder; (b)
delivered the stock certificate representing the Collateral to Payee to be
held by Payee pending the payment in full of this Note; and (c) irrevocably
appointed Payee as Maker's attorney-in-fact to complete the stock power to
realize upon the Collateral upon nonpayment of principal or interest under
this Note, with such appointment being coupled with an interest.
Except as contemplated by this Note, Maker shall not encumber
or grant a security interest in any of the Collateral, without the prior
written consent of Payee, and Maker hereby represents that he has not done so
heretofore and, other than the grant of the security interest contemplated
hereby, the Collateral pledged by him hereunder is, and will be, owned by him
free and clear of all liens and encumbrances.
This Note shall be governed by, and construed in accordance
with the internal laws of the State of New York without giving effect to the
conflict of laws provisions thereof.
IN WITNESS WHEREOF, Maker has executed and delivered this Note
and Pledge Agreement as of the date first above written.
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
