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EXHIBIT 10.31
TERM NOTE
$110,210.00 June 18, 1997
FOR VALUE RECEIVED, the undersigned, Angeles Metal Trim Co., a
California corporation ("Borrower"), promises to pay to Stone Pine Financial
Group, LLC, a Nebraska limited liability company ("Lender"), at Suite 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 $110,210.00 as described herein. Xxxxxxxx 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.
Interest on this Note shall be payable monthly in arrears on the 1st
day of each month beginning with the 1st day of July, 1997. The principal of
this Note and accrued and unpaid interest hereon shall be due and payable in
full on June 18, 1999.
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 or Consolidated Capital 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 scheduled maturity, by required
prepayment, by acceleration, by demand, or otherwise,
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or Borrower or Consolidated Capital 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) Consolidated Capital is dissolved or liquidated, or
Consolidated Capital 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 Consolidated Capital, commences any proceeding
relating to Consolidated Capital 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 Consolidated Capital any
such proceeding which remains undismissed for a
period of sixty days, or Consolidated Capital 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
Consolidated Capital or any substantial part of its
property, or suffers any such receivership or
trusteeship to continue undischarged for a period of
thirty days; or
(g) 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 the Borrower or
Consolidated Capital.
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
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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 Xxxxxx, without the consent of or
notice to, Borrower.
It is expressly stipulated and agreed to be the intent of Xxxxxxxx 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 Xxxxxxxx's having paid any interest in excess of that
permitted by law, then it is Borrower's and Xxxxxx's express intent that all
excess cash amounts theretofore collected by Xxxxxx 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 NEBRASKA.
ANGELES METAL TRIM CO.
a California corporation
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Treasurer
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