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Exhibit A to
Loan Agreement
Note
(See Exhibit 10.37)
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EXHIBIT
10.37
Promissory Note, dated as of December 31, 1997, in the
principal amount of $75,000 from the Company to Stone Pine
Capital, LLC.
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TERM NOTE
$75,000.00 December 31, 1997
FOR VALUE RECEIVED, the undersigned, Consolidated Capital of North
America, Inc., a Colorado corporation ("Borrower"), promises to pay to Stone
Pine Capital, LLC, a Colorado limited liability company ("Lender"), at Xxxxx
000, 000 00xx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, or at any other place designated
at any time by the holder hereof, in lawful money of the United States of
America, the principal amount of $75,000.00 as described herein. Borrower
further promises to pay interest (computed on the basis of a year consisting of
twelve equal months) on the principal balance of this Term Note (this "Note")
outstanding from time to time at the rate of 12.0% per annum.
The principal of this Note and accrued interest hereon shall be due and
payable in full on March 31, 1998.
Borrower shall have the option at any time to prepay, without penalty,
the whole or a part of the principal of this Note. All prepayments shall be
applied first to accrued and unpaid interest and then to principal.
The existence of any of the following conditions or the occurrence of
one or the following events, if not cured or waived within ten (10) days after
notice shall be an Event of Default of this Note:
(a) Borrower shall fail to make any payment of any installment of
interest or principal of this Note when due and payable; or
(b) Any warranty or representation contained in the Loan Agreement
shall prove to have been false or incorrect or breached in any
material respect on the date as of which made; or
(c) Any violation in any material respect of any covenant contained
in the Loan Agreement; or
(d) Borrower shall fail to pay any Credit Obligation (defined to mean
any obligation for the payment of borrowed money or the
installment purchase price of property or an account of a lease
of property, or any obligation under a guaranty or suretyship
agreement covering obligations of such type) owing by it or them,
or any interest or premium thereon, when due, whether owed to
Lender or any other person and whether such Credit Obligation
shall become due by
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scheduled maturity, by required prepayment, by acceleration, by
demand, or otherwise, or Borrower shall fail to perform any term,
covenant, or agreement on its or their part to be performed under
any agreement or instrument evidencing or securing or relating to
any such Credit Obligation when required to be performed which
continues beyond any applicable grace period, if the effect of
such failure is to accelerate or to permit the holder or holders
of such Credit Obligations to accelerate the maturity of such
Credit Obligation, whether or not such failure to perform shall
be waived by the holder or holders of such Credit Obligation; or
(e) Borrower is dissolved or liquidated, or Borrower makes an
assignment for the benefit of creditors, files a petition in
bankruptcy, is adjudicated insolvent or bankrupt, petitions or
applies to any tribunal for any receiver or trustee of Borrower,
commences any proceeding relating to Borrower under any
bankruptcy, reorganization, readjustment of debt, dissolution or
liquidation law or statute of any jurisdiction, whether now or
hereafter in effect, or there is commenced against Borrower any
such proceeding which remains undismissed for a period of sixty
days, or Borrower by any act indicates its consent to, approval
of or acquiescence in any such proceeding or the appointment of
any receiver of or trustee for Borrower or any substantial part
of its property, or suffers any such receivership or trusteeship
to continue undischarged for a period of thirty days; or
(f) Lender shall have determined that one or more conditions exist or
events have occurred which will result in a material adverse
change in the business, properties or financial condition of
Borrower.
Upon the happening of any one or more of the foregoing Events of
Default which shall be continuing (i) the unpaid balance of the principal amount
hereof shall become and be immediately due and payable without presentation,
demand, protest or other notice of any kind all of which are expressly waived by
Borrower and (ii) the Borrower shall pay all costs and expenses of collection,
including attorneys' fees.
If any required payment under this Note is not paid within ten (10)
days after the same becomes due and payable, the same shall bear interest at a
rate which is five percent (5.0%) per annum in excess of the otherwise
applicable rate of interest.
This Note is fully transferable by Lender, without the consent of or
notice to, Borrower.
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It is expressly stipulated and agreed to be the intent of Borrower and
Lender at all times to comply with the applicable law governing the maximum rate
of interest payable on or in connection with all indebtedness and transactions
hereunder (or applicable United States federal law to the extent that it permits
Lender to contract for, charge, take, reserve or receive a greater amount of
interest). If the applicable law is ever judicially interpreted so as to render
usurious any amount of money or other consideration called for hereunder, or
contracted for, charged, taken, reserved or received with respect to any loan or
advance hereunder, or if acceleration of the maturity of this Note or the
indebtedness hereunder or if any prepayment by Borrower results in Borrower's
having paid any interest in excess of that permitted by law, then it is
Borrower's and Lender's express intent that all excess cash amounts theretofore
collected by Lender be credited on the principal balance of this Note (or if
this Note has been or would thereby be paid in full, refunded to Borrower), and
the provisions of this Note immediately be deemed reformed and the amounts
thereafter collectible hereunder reduced, without the necessity of the execution
of any new document, so as to comply with the applicable law, but so as to
permit the recovery of the fullest amount otherwise called for hereunder. The
right to accelerate maturity of this Note does not include the right to
accelerate any interest which has not otherwise accrued on the date of such
acceleration, and Lender does not intend to collect any unearned interest in the
event of acceleration.
THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS NOTE SHALL BE
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF COLORADO.
CONSOLIDATED CAPITAL OF
NORTH AMERICA, INC.
a Colorado corporation
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Treasurer
